Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. (a) The rights and obligations of each party claiming a right to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. The following procedures shall govern all claims for indemnification made under any provision of this Agreement. A written notice (aan “Indemnification Notice”) The rights and obligations of each with respect to any claim for indemnification shall be given by the party claiming a right to seeking indemnification hereunder (the “Indemnitee”) to the party from which indemnification is sought (the other party (“Indemnitor”) shall be governed by within thirty (30) days of the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim discovery by the Indemnitee against of such claim, which Indemnification Notice shall set forth the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, facts relating to such claim then known to the extent known. No Indemnitee (provided that failure to give such notice Indemnification Notice as aforesaid shall affect not release the Indemnitor from its indemnification obligations of Indemnitor hereunder, except hereunder unless and to the extent the Indemnitor has been prejudiced thereby). The party receiving an Indemnification Notice shall send a written response to the party seeking indemnification stating whether it agrees with or rejects such failure materially prejudices claim in whole or in part. Failure to give such Indemnitor’s ability successfully response within ninety (90) days after receipt of the Indemnification Notice shall be conclusively deemed to defend constitute acknowledgment of validity of such claim. If any such claim shall arise by reason of any claim made by third parties, the Indemnitor shall have the right, upon written notice to Indemnitee within ninety (90) days after receipt of the Indemnification Notice, to assume the defense of the matter giving rise to the claim for indemnification claim. (ii) In through counsel of its selection reasonably acceptable to Indemnitee, at Indemnitor’s expense, and the event Indemnitee shall have the right, at its own expense, to employ counsel to represent it; provided, however, that if any action, suit action shall include both the Indemnitor and the Indemnitee and there is a conflict of interest because of the availability of different or proceeding is brought against additional defenses to the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right to employ its own select one separate counsel to participate in any such case, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding action on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shallits behalf, at the Indemnitor’s expense, . The Indemnitee shall cooperate fully to make available to the Indemnitee Indemnitor all pertinent information under the Indemnitee’s control as to the claim and its attorneys and accountants all books and records of shall make appropriate personnel available for any discovery, trial or appeal. If the Indemnitor relating does not elect to such proceedings or litigation, and undertake the parties hereto agree to render to each other such assistance defense as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made againstset forth above, the Indemnitee and shall have the relief granted in connection therewith requires no action right to assume the defense of such matter on the part behalf of and has no effect on for the Indemniteeaccount of the Indemnitor; provided, however, the Indemnitee shall not settle or compromise any claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld. The Indemnitor may settle any claim at any time at its expense, so long as such settlement includes as an unconditional term thereof the giving by the claimant of a release of the Indemnitee from all liability with respect to such claim.

Indemnification Procedures. (a) The rights and obligations AMLP Group agrees that within a reasonable period of each party claiming a right to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor of any state time after it becomes aware of facts which Indemnitee determines will give giving rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained hereinfor indemnification under this Article VI, stating it will provide notice thereof in writing to Andeavor, specifying the nature of and specific basis of said claims and the amount thereof, to the extent known. No failure to give for such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (iib) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee Andeavor shall have the right to employ its own counsel in control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the AMLP Group that are covered by the indemnification under this Article VI, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such caseclaim or any matter or any issues relating thereto; provided, but however, that no such settlement shall be entered into without the fees and expenses consent of the applicable AMLP Group Member unless it includes a full release of such counsel shall AMLP Group Member from such claim. (c) The AMLP Group agrees to cooperate in good faith and in a commercially reasonable manner with Andeavor, with respect to all aspects of the defense of any claims covered by the indemnification under this Article VI, including, without limitation, the prompt furnishing to Andeavor of any correspondence or other notice relating thereto that any AMLP Group Member may receive, permitting the name of the applicable AMLP Group Member to be at utilized in connection with such defense, the Indemnitee’s own expense unless (A) making available to Andeavor of any files, records or other information of any AMLP Group Member that Andeavor considers relevant to such defense, the employment making available to Andeavor of such counsel any employees of the AMLP Group and the payment granting to Andeavor of reasonable access rights to the properties and facilities of the AMLP Group; provided, however, that in connection therewith Andeavor agrees to use reasonable efforts to minimize the impact thereof on the operations of the AMLP Group and further agrees to maintain the confidentiality of all files, records, and other information furnished by any AMLP Group Member pursuant to this Section 6.5. In no event shall the obligation of any AMLP Group Member to cooperate with Andeavor as set forth in the immediately preceding sentence be US-DOCS\91776486.8 construed as imposing upon such fees AMLP Group Member an obligation to hire and expenses both shall have been specifically authorized by the Indemnitor pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article VI; provided, however, that the AMLP Group may, at its own option, cost and expense, hire and pay for counsel in connection with any such action, suit or proceeding or (B) defense. Andeavor agrees to keep any such counsel hired by the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available AMLP Group informed as to the Indemnitor. (iii) In additionstatus of any such defense, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, but Andeavor shall not have the right to direct the defense of retain sole control over such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultationdefense. (ivd) The Indemnitee In determining the amount of any Losses for which any AMLP Group Member is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by such AMLP Group Member, and such correlative insurance benefit shall be kept fully informed net of any incremental insurance premium that becomes due and payable by the Indemnitor such AMLP Group Member as a result of such action, suit or proceeding at claim and (ii) all stages thereof, whether or not it is represented amounts recovered by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingAMLP Group Member under contractual indemnities from third Persons. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. Any person entitled to receive indemni­fication under this Agreement (athe "Indemnitee") having a claim under these indemnification provisions shall make a good faith effort to recover all losses, damages, costs and ex­penses from insurers of such Indemnitee under applicable insurance policies so as to reduce the amount of any Indemnifiable Loss hereunder. The rights amount of any Indemnifiable Loss shall be reduced (i) to the extent that Indemnitee re­ceives any insurance proceeds with respect to an Indemnifiable Loss and (ii) to take into account any Tax or Income Tax benefit recognized by the Indemnitee arising from the recogni­tion of the Indemnifiable Loss, net of any Tax or Income Tax detriment, and any payment actually received with respect to an Indemnifiable Loss. The expiration, termination or extin­guishment of any covenant, agreement, representation or war­ranty shall not affect the parties' obligations under this Section 10 if the Indemnitee provided the person required to provide indemnification under this Agreement (the "Indemnify­ing Party") with proper notice of each party claiming a right the claim or event for which indemnification is sought prior to such expiration, termina­tion or extinguishment. The Seller and the Buyer shall have indemnification hereunder (“Indemnitee”) from obligations with respect to Indemnifiable Losses asserted against or suffered by the Seller or the Buyer, as the case may be, to the extent that the aggregate of all such Indemnifiable Losses exceed the Indemnification Floor. It is agreed and understood that neither the Seller nor the Buyer, as the case may be, shall have any liability at any time for Indemnifiable Losses asserted against or suffered by the other party until the aggregate amount of Indemnifiable Losses asserted or suffered by such other party under this Section 10.4 shall exceed the Indemnification Floor, and then only to the extent that the aggregate amount of Indemnifiable Losses exceeds the Indemnification Floor. The term "Indemni­fication Floor" means an amount equal to $200,000. . If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a party to this Agreement or any affiliate of a party to this Agreement (“Indemnitor”a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party rea­sonably prompt written notice thereof, but in any event not later than ten calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim in reasonable detail and will indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be governed sustained by the following rules: (i) Indemnitee. The Indemnitee shall give prompt Indemnifying Party will have the right to participate in or, by giving written notice to the Indemnitor Indemnitee, to elect to assume the defense of any state Third Party Claim at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, and the Indemnitee will cooperate in good faith in such defense at such Indemnitee's own expense. If within ten calendar days after an Indemnitee provides written notice to the Indemnifying Party of facts which any Third Party Claim the Indemnitee determines receives written notice from the Indemnifying Party that such Indemnifying Party has elected to assume the defense of such Third Party Claim as provided in the last sentence of Section 10.5, the Indemnifying Party will give rise to a claim not be liable for any legal expenses subsequently incurred by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any the defense thereof; provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such claim, Third Party Claim within 20 calendar days (unless waiting 20 calendar days would prejudice the action, suit or proceeding (including all proceedings on appeal or for review which counsel for Indemnitee's rights) after receiving notice from the Indemnitee shall deem appropriate) may be defended by that the Indemnitor. However, in Indemnitee believes the event the Indemnitor shall not offer reasonable assurances as Indemnifying Party has failed to its financial capacity to satisfy any final judgment or settlementtake such steps, the Indemnitee may assume its own defense, and the defense and dispose Indemnifying Party will be liable for all reasonable expenses thereof. Without the prior written consent of the claimIndemnitee, after 30 days prior the Indemnifying Party will not enter into any settlement of any Third Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. If a firm offer is made to settle a Third Party claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give written notice to the IndemnitorIndemnitee to that effect. The If the Indemnitee fails to consent to such firm offer within ten calendar days after its receipt of such notice, the Indemnitee may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim will be the amount of such settlement offer, plus reasonable costs and expenses paid or incurred by the Indemnitee up to the date of such notice. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own counsel pay, compromise or settle any Third Party Claim at any time, provided that in such event the Indemnitee shall waive any such caseright to indemnity hereunder, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have first sought the consent of the Indemnifying Party in writing to such payment, settlement, or compromise and such consent was unreasonably withheld or delayed, in which event no claim for indemnity hereunder shall be waived. Any claim by an Indemnitee on account of an Indemnifiable Loss which does not result from a Third Party Claim (a "Direct Claim") will be asserted by giving the Indemnifying Party reasonably concluded prompt written notice thereof, stating the nature of such claim in reasonable detail and specifically notified indicating the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In additionestimated amount, if practicable, but in any event specified not later than ten calendar days after the Indemnitee becomes aware of such Direct Claim, and the Indemnifying Party will have a period of 30 calendar days within which to respond to such Direct Claim. If the Indemnifying Party does not respond within such 30 calendar day period, the Indemnifying Party will be deemed to have accepted such Direct Claim. If the Indemnifying Party rejects such Direct Claim, the Indemnitee will be free to seek enforcement of its rights to indemnification under this Agreement. If the amount of any Indemnifiable Loss, at any time subsequent to the making of an indemnity payment in clause respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other entity, the amount of such reduction, less any costs, expenses or premiums incurred in connection therewith (B) together with interest thereon from the date of payment thereof at the prime rate then in effect of the second sentence of subparagraph (ii) aboveChase Manhattan Bank), will promptly be repaid by the Indemnitee to the Indemnifying Party. Upon making any indemnity payment, the IndemnitorIndemnifying Party will, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such actionindemnity payment, suit or proceeding on behalf be subrogated to all rights of the Indemnitee against any third party in respect of the Indemnifiable Loss to which the indemnity payment relates; provided, however, that (i) the Indemnifying Party will then be in compliance with its obligations under this Agreement in respect of such Indemnifiable Loss and (ii) until the Indemnitee recovers full payment of its Indemnifiable Loss, any and all claims of the Indemnifying Party against any such third party on account of said indemnity payment is hereby made expressly subordinated and subjected in right of payment to the Indemnitee's rights against such third party. If Indemnitor Without limiting the generality or effect of any other provision hereof, each such Indemnitee and Indemnitee cannot agree on a mechanism Indemnifying Party will duly execute upon request all instruments reasonably necessary to separate evidence and perfect the defense of matters extending beyond the scope of indemnification, such matters above-described subrogation and subordination rights. Nothing in this Section 10.5 shall be defended on construed to require any Party to obtain or maintain any insurance coverage. A failure to give timely notice as provided in this Section 10.5 will not affect the basis rights or obligations of joint consultation. (iv) The Indemnitee shall be kept fully informed by any Party except if, and only to the Indemnitor extent that, as a result of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made againstfailure, the Indemnitee and the relief granted in connection therewith requires no action on the part Party which was entitled to receive such notice was actually prejudiced as a result of and has no effect on the Indemniteesuch failure.

Indemnification Procedures. The indemnified party shall (a) The rights and obligations of each give the -------------------------- indemnifying party claiming a right to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to of such action, or proceeding (and in no event more than seven (7) Business Days following the Indemnitor indemnified party's receipt of any state notice of facts which Indemnitee determines will give rise to a claim by such suit, action or proceeding), (b) at the Indemnitee against indemnifying party's request and expense, permit the Indemnitor based on the indemnity agreements contained hereinindemnifying party, stating the nature and basis of said claims and the amount thereofthrough its counsel, to defend such claim or suit, and (c) give the indemnifying party reasonable information, assistance and authority to do so. To the extent known. No failure the indemnified party fails to give such provide notice shall affect the indemnification obligations of Indemnitor hereunder, except as required above and to the extent such failure materially prejudices hinders the indemnifying party's ability to perform its indemnification obligations set forth in Section 6.3, then such Indemnitor’s ability successfully indemnification obligations shall be waived to an extent commensurate with the hindrance caused by such delay in notification or failure to notify. The indemnifying party shall have exclusive control of the defense if it elects to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claimsuit, including appeals, negotiations and the right to effect a settlement or compromise thereof (provided that, as a condition to any such settlement or compromise, the action, suit indemnified party shall not incur any liability or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) obligation). The indemnified party may be represented by counsel at its own expense in any action being defended by the Indemnitorindemnifying party. HoweverNotwithstanding anything to the contrary contained in the foregoing, in the event Licensor is the Indemnitor shall not offer reasonable assurances as indemnified party with respect to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the intellectual property claim, after 30 days prior written notice to the Indemnitor. The Indemnitee Licensor shall have the right to employ its own counsel in exclusive control of the defense, at Licensee's reasonable cost and expense, if it elects to defend any such casesuit, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel including appeals, negotiations and the payment of such fees and expenses both right to effect a settlement or compromise thereof; provided, however that Licensee shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such actionparticipate in settlement negotiations, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigationif any, and shall have the parties hereto agree right to render to each other approve such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such actionsettlement, suit which shall not be unreasonably withheld, delayed or proceeding. (v) The Indemnitor conditioned. Licensee shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee reimburse Licensor for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee Licensor's reasonable costs and the relief granted expenses in connection therewith requires no action on the part of with such defense and has no effect on the Indemniteefor any damages or other liability in connection therewith, including any settlement obligations.

Indemnification Procedures. (a) The rights and obligations of each party claiming a right to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) If any action shall be governed by brought against Lender based upon any of the following rules: (i) The Indemnitee matters for which Lender is indemnified hereunder, Lender shall give prompt written notice notify Indemnitor in writing thereof and Indemnitor shall promptly assume the defense thereof, including, without limitation, the employment of counsel acceptable to Lender and the negotiation of any settlement; provided, however, that any failure of Lender to notify Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by such matter shall not impair or reduce the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder. Lender shall have the right, except at the expense of Indemnitor (which expense shall be included in Costs), to employ separate counsel in any such action and to participate in the extent such failure materially prejudices such Indemnitor’s ability successfully defense thereof. In the event Indemnitor shall fail to discharge or undertake to defend Lender against any claim, loss or liability for which Lender is indemnified hereunder, Lender may, at its sole option and election, defend or settle such claim, loss or liability. The liability of Indemnitor to Lender hereunder shall be conclusively established by such settlement, provided such settlement is made in good faith, the matter giving rise amount of such liability to include both the indemnification claimsettlement consideration and the costs and expenses, including, without limitation reasonable attorney’s fees and disbursements, incurred by Lender in effecting such settlement. In such event, such settlement consideration, costs and expenses shall be included in Costs and Indemnitor shall pay the same as hereinafter provided. Lender’s good faith in any such settlement shall be conclusively established if the settlement is made on the advice of independent legal counsel for Lender. (iib) In Indemnitor shall not, without the event prior written consent of Lender: (i) settle or compromise any action, suit suit, proceeding or proceeding is brought against claim or consent to the Indemnitee, with respect to which entry of any judgment that does not include as an unconditional term thereof the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment delivery by the Indemnitor within thirty days claimant or plaintiff to Lender of the bringing a full and complete written release of Lender (in form, scope and substance satisfactory to Lender in its sole discretion) from all liability in respect of such action, suit suit, proceeding or claim and a dismissal with prejudice of such action, suit, proceeding or claim; or (ii) settle or compromise any action, suit, proceeding or claim in any manner that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able may adversely affect Lender or obligate Lender to pay the full amount of potential liability any sum or perform any obligation as determined by Lender in connection with any such claim, the action, suit or proceeding its sole discretion. (including all proceedings on appeal or for review which counsel for the Indemnitee c) All Costs shall deem appropriate) may be defended by the Indemnitor. Howeverimmediately reimbursable to Lender when and as incurred and, in the event of any litigation, claim or other proceeding, without any requirement of waiting for the ultimate outcome of such litigation, claim or other proceeding, and Indemnitor shall pay to Lender any and all Costs within ten (10) days after written notice from Lender itemizing the amounts thereof incurred to the date of such notice. In addition to any other remedy available for the failure of Indemnitor to periodically pay such Costs, such Costs, if not offer reasonable assurances paid within said ten-day period, shall bear interest at the Default Interest Rate (as to its financial capacity to satisfy any final judgment defined in the Note) and such costs and interest shall be additional indebtedness of Borrower secured by the Security Instrument and by the other Loan Documents securing all or settlement, the Indemnitee may assume the defense and dispose part of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the IndemnitorLoan. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations Promptly after receipt by an Indemnitee of each party claiming notice of the commencement of any action that may result in a right claim for indemnification pursuant to this Article 6, the Indemnitee shall notify the Indemnitor in writing within 30 days thereafter; provided, however, that any omission to so notify the Indemnitor will not relieve it of any liability for indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice as to the Indemnitor of any state of facts particular item for which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, may then be sought (except to the extent such that the failure to give notice shall have been materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise prejudicial to the Indemnitor) nor from any other liability that it may have to any Indemnitee. The Indemnitor shall have the right to assume sole and exclusive control of the defense of any claim for indemnification claimpursuant to this Article 6, including the choice and direction of any legal counsel. (iib) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The An Indemnitee shall have the right to employ its own engage separate legal counsel in any such caseaction as to which indemnification may be sought under any provision of this Agreement and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense of such Indemnitee unless (Ai) the employment of such counsel and the payment of Indemnitor has agreed in writing to pay such fees and expenses both shall have been specifically authorized by expenses, (ii) the Indemnitor in connection with has failed to assume the defense thereof and engage legal counsel within a reasonable period of such actiontime after being given the notice required above, suit or proceeding or (Biii) the Indemnitee shall have reasonably concluded been advised by its legal counsel that representation of such Indemnitee and specifically notified other parties by the Indemnitor same legal counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same legal counsel has been proposed) due to actual or potential conflicts of interests between them. It is understood, however, that there may be specific defenses available to it which are different from or additional to those available to the extent more than one Indemnitee is entitled to engage separate legal counsel at the Indemnitor. ’s expense pursuant to clause (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys at any time for all such Indemnitees having the same or substantially similar claims against the Indemnitor, unless but only to the extent made necessary by such different the Indemnitees have actual or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultationpotential conflicting interests with each other. (ivc) The Indemnitee Indemnitor shall not be kept fully informed by the Indemnitor liable for any settlement of any action effected without its written consent, but if settled with such actionwritten consent, suit or proceeding at all stages thereof, whether or not it if there is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to a final judgment against the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies agrees to indemnify and hold harmless the Indemnitee for all lossesto the extent provided above from and against any loss, there is no finding claim, damage, liability or admission expense by reason of violation of law by, such settlement or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteejudgment.

Indemnification Procedures. (a) The For purposes of pursuing his rights and obligations of each party claiming a right to indemnification hereunder under Section 1 (“Indemnitee”other than the second sentence of Section 1(d) from the other party (“Indemnitor”) hereof, which shall be governed by Section 4(b) hereof) or Section 2 hereof, as the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained hereincase may be, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by required to submit to the Indemnitor. However, Board a sworn statement of request for indemnification substantially in the event form of Exhibit 1 hereto (the Indemnitor “Indemnification Statement”) averring that he is entitled to indemnification hereunder. Submission of an Indemnification Statement to the Board shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, create a presumption that the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice is entitled to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless indemnification under Section 1 (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of other than the second sentence of subparagraph (iiSection 1(d) abovehereof, which shall be governed by Section 4(b) hereof) or Section 2 hereof, as the case may be, and, except as set forth below, the IndemnitorBoard shall within 30 calendar days after submission of the Indemnification Statement specifically determine that the Indemnitee is so entitled, unless within such 30-calendar day period it shall determine by Board action, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption) that the Indemnitee is not entitled to indemnification under Sections 1 or 2 hereof. The Company shall notify the Indemnitee promptly in writing following such determination. Any evidence rebutting the Indemnitee’s presumption, to which the extent made necessary by such different or additional defensesBoard gave weight in arriving at its determination, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available disclosed to the Indemnitee and its attorneys and accountants all books and records of with particularity in such written notice. Notwithstanding anything to the Indemnitor relating to such proceedings or litigationcontrary contained in the three preceding sentences, and if the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure Board determines that it cannot act on the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies request for indemnification submitted by the Indemnitee for all losses, there is no finding or admission because a determination of violation of law by, or effect on any other claims that may entitlement can not be made againstin the manner required by Section 1(c) hereof, the Indemnitee and the relief granted in connection therewith requires no action Board will act promptly to retain independent legal counsel or convene a meeting of Stockholders to act on the part of and has no effect on the Indemniteerequest.

Indemnification Procedures. (aA) The rights and obligations Promptly after receipt by an Indemnitee of each party claiming notice of the commencement of any action that may result in a right claim for indemnification pursuant to this Article 6, the Indemnitee shall notify the Indemnitor in writing within thirty (30) days thereafter; provided, however, that any omission to so notify the Indemnitor will not relieve it of any liability for indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice as to the Indemnitor of any state of facts particular item for which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, may then be sought (except to the extent such that the failure to give notice shall have been materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise prejudicial to the Indemnitor) nor from any other liability that it may have to any Indemnitee. The Indemnitor shall have the right to assume sole and exclusive control of the defense of any claim for indemnification claimpursuant to this Article 6, including the choice and direction of any legal counsel. (iiB) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The An Indemnitee shall have the right to employ its own engage separate legal counsel in any such caseaction as to which indemnification may be sought under any provision of this Agreement and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless of such Indemnitee unless: (Ai) the employment of such counsel and the payment of Indemnitor has agreed in writing to pay such fees and expenses both shall have been specifically authorized by expenses; (ii) the Indemnitor in connection with has failed to assume the defense thereof and engage legal counsel within a reasonable period of such action, suit or proceeding time after being given the notice required above; or (Biii) the Indemnitee shall have reasonably concluded been advised by its legal counsel that representation of such Indemnitee and specifically notified other parties by the Indemnitor same legal counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same legal counsel has been proposed) due to actual or potential conflicts of interests between them. It is understood, however, that there may be specific defenses available to it which are different from or additional to those available to the extent more than one Indemnitee is entitled to engage separate legal counsel at the Indemnitor. ’s expense pursuant to clause (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys at any time for all such Indemnitees having the same or substantially similar claims against the Indemnitor, unless but only to the extent made necessary by such different the Indemnitees have actual or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultationpotential conflicting interests with each other. (ivC) The Indemnitee Indemnitor shall not be kept fully informed by the Indemnitor liable for any settlement of any action effected without its written consent, but if settled with such actionwritten consent, suit or proceeding at all stages thereof, whether or not it if there is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to a final judgment against the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies agrees to indemnify and hold harmless the Indemnitee for all lossesto the extent provided above from and against any loss, there is no finding claim, damage, liability or admission expense by reason of violation of law by, such settlement or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteejudgment.

Indemnification Procedures. (a) The rights and obligations In case any claim is asserted or any proceeding (including any governmental investigation) shall be instituted where indemnity may be sought by an Indemnitee pursuant to any of each party claiming a right to indemnification hereunder the preceding paragraphs of this Section 2.9, such Indemnitee shall promptly notify in writing the Person against whom such indemnity may be sought (“Indemnitee”) from the other party (“Indemnitor”) ); provided, however, that the omission so to notify the Indemnitor shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to not relieve the Indemnitor of any state of facts liability which it may have to such Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent that the Indemnitor was prejudiced by such failure materially prejudices such to notify. The Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against upon request of the Indemnitee, with respect shall retain counsel reasonably satisfactory to which the Indemnitee to represent (subject to the following sentences of this Section 2.9.3(a)) the Indemnitee and any others the Indemnitor may have liability under designate in such proceeding and shall pay the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing fees and disbursements of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under counsel related to such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with proceeding. In any such claimproceeding, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right to employ retain its own counsel in any such casecounsel, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense of such Indemnitee unless (Aa) the employment Indemnitor and the Indemnitee shall have mutually agreed to the retention of such counsel counsel, (b) the Indemnitor fails to take reasonable steps necessary to defend diligently any claim within ten calendar days after receiving written notice from the Indemnitee that the Indemnitee believes the Indemnitor has failed to take such steps, or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnitor and the payment Indemnitee and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests or legal defenses between them and, in all such cases, the Indemnitor shall only be responsible for the reasonable fees and expenses of such counsel. It is understood that the Indemnitor 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 law firm (in addition to any local counsel) for all such Indemnitees not having actual or potential differing interests or legal defenses among them, and that all such fees and expenses both shall have been specifically authorized be reimbursed as they are incurred. The Indemnitor shall not be liable for any settlement of any proceeding affected without its written consent. (b) If the indemnification provided for in this Section 2.9 is unavailable to an Indemnitee in respect of any Losses referred to herein, then the Indemnitor, in lieu of indemnifying such Indemnitee hereunder, shall contribute to the amount paid or payable by such Indemnitee as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Indemnitor and the Indemnitee and Persons acting on behalf of or Controlling the Indemnitor or the Indemnitee in connection with the defense of statements or omissions or violations which resulted in such actionLosses, suit as well as any other relevant equitable considerations. If the indemnification described in Section 2.9.1 or proceeding or (B) Section 2.9.2 is unavailable to an Indemnitee, the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) relative fault of the second sentence Corporation, any Holder and Persons acting on behalf of subparagraph (ii) aboveor Controlling the Corporation or any such Holder shall be determined by reference to, among other things, whether the Indemnitoruntrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Corporation, to the extent made necessary a Holder or by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding Persons acting on behalf of the Indemnitee. If Indemnitor Corporation or any Holder and Indemnitee cannot agree on a mechanism the parties’ relative intent, knowledge, access to separate the defense of matters extending beyond the scope of indemnification, information and opportunity to correct or prevent such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit statement or proceeding at all stages thereof, whether or not it is represented by counselomission. The Indemnitor shall, at the Indemnitor’s expense, make available shall not be required to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating contribute pursuant to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (vthis Section 2.9.3(b) The Indemnitor shall make no if there has been a settlement of any claims which Indemnitor has undertaken proceeding affected without its written consent. No claim against the assets of any Holder shall be created by this Section 2.9.3(b), except as and to defendthe extent permitted by applicable law. Notwithstanding the foregoing, without Indemnitee’s consentno Holder shall be required to make a contribution in excess of the net amount received by such Holder from the sale of Registrable Securities in the offering giving rise to such liability. For the avoidance of doubt, unless none of the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made againstGovernment Holders, the VEBA or the Debtor shall be required to make any contribution to any Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteeunder this Section 2.9.3(b).

Indemnification Procedures. With respect to third-party claims, the following procedures shall apply: (a) The rights and obligations Promptly after receipt of each party claiming a right to indemnification hereunder (“Indemnitee”) from notice of the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor commencement or threatened commencement of any state of facts which Indemnitee determines will give rise to civil, criminal, administrative, or investigative action or proceeding involving a claim by in respect of which the Indemnitee against indemnitee will seek indemnification pursuant to this Article 9, the Indemnitor based on indemnitee will notify the indemnity agreements contained herein, stating the nature and basis indemnitor of said claims and the amount thereof, to the extent knownsuch claim in writing. No failure to give such notice shall affect so notify the indemnification indemnitor will relieve the indemnitor of its obligations of Indemnitor hereunder, under this Agreement except to the extent that it can demonstrate damages attributable to such failure materially prejudices such Indemnitor’s ability successfully failure. Within fifteen (15) calendar days following receipt of written notice from the indemnitee relating to defend any claim, but no later than ten (10) calendar days before the matter giving rise date on which any response to a complaint or summons is due, the indemnification claimindemnitor will notify the indemnitee in writing if the indemnitor elects to assume control of the defense and settlement of that claim (a "Notice of Election"). (iib) In If the event indemnitor delivers a Notice of Election relating to any actionclaim within the required notice period, suit or proceeding is brought against the Indemnitee, with respect indemnitor shall be entitled to which have sole control over the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing defense and settlement of such action, suit or proceeding claim; provided that it is undertaking and will prosecute (i) the indemnitee shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount handling of potential liability in connection with any such claim, and (ii) the actionindemnitor shall obtain the prior written approval, suit not to be unreasonably withheld or proceeding (including all proceedings on appeal delayed, of the indemnitee before entering into any settlement of such claim or ceasing to defend against such claim. After the indemnitor has delivered a Notice of Election relating to any claim in accordance with the preceding paragraph, the indemnitor shall not be liable to the indemnitee for review which counsel for the Indemnitee shall deem appropriate) may be defended any legal expenses incurred by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor indemnitee in connection with the defense of that claim. In addition, the indemnitor shall not be required to indemnify the indemnitee for any amount paid or payable by the indemnitee in the settlement of any claim for which the indemnitor has delivered a timely Notice of Election if such action, suit or proceeding or (B) amount was agreed to without the Indemnitee shall have reasonably concluded and specifically notified written consent of the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitorindemnitor. (iiic) In additionIf the indemnitor does not deliver a Notice of Election relating to any claim within the required notice period, in any event specified in clause (B) of or ceases to defend against the second sentence of subparagraph (ii) aboveclaim, the Indemnitor, to the extent made necessary by such different or additional defenses, indemnitee shall not have the right to direct defend the defense of claim in such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not manner as it is represented by counsel. The Indemnitor shallmay deem appropriate, at the Indemnitor’s expense, make available to the Indemnitee cost and its attorneys and accountants all books and records expense of the Indemnitor relating to such proceedings or litigation, and indemnitor. The indemnitor shall promptly reimburse the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee such costs and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteeexpenses.

Indemnification Procedures. The following procedures will apply with respect to indemnification for Claims arising in connection with a Statement of Work: (a) The rights and obligations of each party claiming a right to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed Promptly after receipt by the following rules: (i) The Indemnitee shall of written notice of the assertion or the commencement of any Claim, whether by legal process or otherwise, with respect to any matter within the scope of this SECTION 6, the Indemnitee will give written notice thereof to the Indemnitor and will thereafter keep the Indemnitor reasonably informed with respect thereto; provided, however, that the failure of the Indemnitee to give the Indemnitor such prompt written notice to will not relieve the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification its obligations of Indemnitor hereunder, hereunder except to the extent such failure materially prejudices such results in prejudice to Indemnitor’s ability successfully defense of such Claim. Within thirty (30) days following receipt of written notice from the Indemnitee relating to defend any claim, but no later than ten (10) days before the matter giving rise date on which any response to a complaint or summons is due, the indemnification claimIndemnitor will notify the Indemnitee in writing that the Indemnitor will assume control of the defense and settlement of such claim (the “Notice”). (iib) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which If the Indemnitor may have liability under delivers the indemnity agreements contained hereinNotice relating to any Claim within the required notice period, then upon the written acknowledgment by the Indemnitor within thirty days of will be entitled to have sole control over the bringing defense and settlement of such actionClaim; provided, suit or proceeding however, that it is undertaking and the Indemnitee will prosecute be entitled to participate in the defense of such claim and to employ legal advisers at its own expense to assist in the claim under handling of such indemnity agreements and confirming that the claim is one with respect to which claim. After the Indemnitor is obligated has delivered a Notice relating to indemnify and that it will be able to pay any claim in accordance with the full amount of potential liability in connection with any such claimpreceding paragraph, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for Indemnitor will not be liable to the Indemnitee shall deem appropriate) may be defended for any legal expenses subsequently incurred by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the such Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the IndemnitorClaim. (iiic) In addition, in any event specified in clause (B) of If the second sentence of subparagraph (ii) above, the Indemnitor, Indemnitor fails to the extent made necessary by such different or additional defenses, shall not have the right to direct assume the defense of any such actionClaim within the prescribed period of time, suit or proceeding on behalf of then the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate may assume the defense of matters extending beyond any such Claim, the scope reasonable costs and expenses of indemnification, such matters which shall be defended on deemed to be Damages. The Indemnitor will not be responsible for any settlement or compromise made without its consent, unless the basis of joint consultationIndemnitee has tendered notice and the Indemnitor has then failed to provide Notice and it is later determined that the Indemnitor was liable to assume and defend the Claim. (ivd) The Indemnitee shall be kept fully informed by will provide reasonable assistance to the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, (at the Indemnitor’s expense), make available including reasonable assistance from the Indemnitee’s employees, agents, independent contractors and Affiliates, as applicable. Notwithstanding any provision of this Section 6 to the contrary, the Indemnitor will not consent to the entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnitee and its attorneys and accountants all books and records without the prior written consent of the Indemnitor relating to such proceedings Indemnitee, which consent will not be unreasonably withheld or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingdelayed. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations of each party claiming a right A Person entitled to indemnification hereunder (pursuant to either Section 10.1 or Section 10.2 will hereinafter be referred to as an “Indemnitee”) from the other party (.” A Party obligated to indemnify an Indemnitee hereunder will hereinafter be referred to as an “Indemnitor”) shall be governed by .” In the following rules: (i) The event a Buyer Indemnitee shall give prompt written notice to or Novartis Indemnitee is seeking indemnification under either Section 10.1 or Section 10.2, Buyer or Novartis, as applicable, will inform the Indemnitor of any state a Claim as soon as reasonably practicable after it receives notice of facts which Indemnitee determines the Claim, it being understood and agreed that the failure to give notice of a Claim as provided in this Section 10.3 will give rise to a claim by the Indemnitee against not relieve the Indemnitor based on the indemnity agreements contained herein, stating the nature of its indemnification obligation under this Agreement except and basis of said claims and the amount thereof, only to the extent known. No that such Indemnitor is actually and materially prejudiced as a result of such failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which notice. The Indemnitee will permit the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days to assume direction and control of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claimClaim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shalland, at the Indemnitor’s expense, make available will cooperate as reasonably requested in the defense of the Claim. The Indemnitee will have the right to retain its own counsel at its own expense. The Indemnitor may not settle such Claim, or otherwise consent to an adverse judgment in such Claim without the Indemnitee’s prior written consent, not to be unreasonably withheld or delayed; provided, that the Indemnitor shall not require such consent with respect to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims Claim under which Indemnitor has undertaken to defendthe sole relief provided is for monetary damages that are paid in full by the Indemnitor, without which would not materially diminish or limit or otherwise adversely affect the rights, activities or financial interests of the Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no and which does not result in any finding or admission of violation fault by the Indemnitee. If the Indemnitor does not assume direction and control of law by, or effect on any other claims that may be made againstthe defense of the Claim, the Indemnitee and may not settle such Claim, or otherwise consent to an adverse judgment in such Claim without the relief granted in connection therewith requires no action on the part of and has no effect on the IndemniteeIndemnitor’s prior written consent, not to be unreasonably withheld or delayed.

Indemnification Procedures. (a) The rights and obligations of each If any person or party claiming a right entitled to indemnification under this Article 8 (an "Indemnitee") intends to claim indemnification under this Article 8, it shall promptly notify the indemnifying party hereunder (“Indemnitee”the "Indemnitor") from in writing of any Liability in respect of which the other party (“Indemnitee intends to claim such indemnification, as soon as reasonably practicable after the Indemnitee receives notice of such Liability. Indemnitor”) shall be governed by 's obligations under this Article 8 are conditioned upon the following rules: (i) The Indemnitee shall give prompt written notice to permitting the Indemnitor to assume direction and control of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding Liability (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. Howeverright to settle it); provided, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlementhowever, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The that an Indemnitee shall have the right to employ retain its own counsel in any such caselegal counsel, but with the reasonable fees and expenses thereof to be paid by the Indemnitor, if representation of such Indemnitee by the legal counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized retained by the Indemnitor would be inappropriate due to actual or potential conflicts of interest between such Indemnitee and such Indemnitor. Indemnitor's obligations under this Article 8 shall not apply to amounts paid in connection with settlement of any loss, claim, damage, liability or action if such settlement is effected without the defense consent of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the extent made necessary by Indemnitor within a reasonable time after the commencement of any third party suit, claim, action or demand, if prejudicial to Indemnitor's ability to defend such different suit, claim, action or additional defensesdemand, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by relieve the Indemnitor of its obligations under this Section 8 with respect to Liabilities that could have been defended in such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee (and its attorneys directors, officers, employees and accountants all books and records of agents) shall cooperate fully with the Indemnitor relating to such proceedings or litigation, and its legal counsel in the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense investigation of any such action, suit or proceedingLiability for which indemnification is sought by such Indemnitee hereunder. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations of each party claiming Except as otherwise provided in this Agreement, a right Party or other person identified in Section 6.3 is entitled to indemnification hereunder (each, an “Indemnitee”) from (or, where the Indemnified Party is the Licensee, the other party Parties) (in such capacity, the “Indemnitor”) pursuant to Section 6.3 with respect to a Claim shall be governed by the following rules: (ia) The Indemnitee shall give prompt written notice within a reasonable time to the Indemnitor of any state of facts such Claim with respect to which Indemnitee determines will give rise to a claim by the Indemnitee against seeks indemnification (provided, however, that failure of the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure Indemnitee to give such notice shall affect not relieve the indemnification obligations Indemnitor from any liability which the Indemnitor may have on account of Indemnitor hereunderthis indemnification, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which that the Indemnitor may have liability under the indemnity agreements contained hereinis materially prejudiced thereby), then upon the written acknowledgment by and (b) permit the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute to assume the defense of the claim under such indemnity agreements and confirming that the claim is one Claim with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice reasonably satisfactory to the Indemnitor. The Indemnitee; provided, however, that any Indemnitee shall have the right to employ its own separate counsel and to participate in any the defense of such caseClaim, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense of the Indemnitee unless (Ai) the employment of such counsel and the payment of Indemnitor has agreed to pay such fees and expenses both or expenses, (ii) the Indemnitor shall have been specifically authorized by the Indemnitor in connection with failed to assume the defense of such action, suit or proceeding or (B) Claim and employ counsel reasonably satisfactory to the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) the reasonable judgment of the second sentence Indemnitee, based upon written advice of subparagraph its counsel, a conflict of interest may exist between the Indemnitee and the Indemnitor with respect to such Claim which would prevent counsel from adequately representing the interests of both the Indemnitee and the Indemnitor (ii) abovein which case, if the Indemnitee notifies the Indemnitor in writing that the Indemnitee elects to employ separate counsel at the expense of the Indemnitor, to the extent made necessary by such different or additional defenses, Indemnitor shall not have the right to direct assume the defense of such action, suit or proceeding Claim on behalf of the Indemnitee and the reasonable fees and expenses of counsel for the Indemnitee shall be paid by the Indemnitor). The Indemnitor shall not, except with the prior written consent of the Indemnitee, consent or enter into to any settlement of any such Claim which involves the admission of liability on the part of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by reasonably cooperate with the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at in the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingClaim. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights If any action shall be brought against Lender based upon any of the matters for which Lender is indemnified hereunder, Lender shall notify Indemnitor in writing thereof and Indemnitor shall promptly assume the defense thereof, including, without limitation, the employment of counsel reasonably acceptable to Lender and the negotiation of any settlement; provided, however, that any failure of Lender to notify Indemnitor of such matter shall not impair or reduce the obligations of each party claiming a right to indemnification Indemnitor hereunder unless the same would prejudice Indemnitor’s defense. Lender shall have the right, at the expense of Indemnitor (“Indemnitee”) from the other party (“Indemnitor”) which shall include reasonable attorneys’ fees and expenses and shall be governed included in Costs), to employ separate counsel in any such action and to participate in the defense thereof. In the event Indemnitor shall fail to discharge or undertake to defend Lender against any claim, loss or liability for which Lender is indemnified hereunder, Lender may, at its sole option and election, defend or settle such claim, loss or liability. The liability of Indemnitor to Lender hereunder shall be conclusively established by such settlement, provided such settlement is made in good faith, the following rules:amount of such liability to include both the settlement consideration and the costs and expenses, including, without limitation, reasonable attorneys’ fees (including but not limited to appellate fees and fees for all paralegals, legal assistants and other paraprofessionals) and disbursements, incurred by Lender in effecting such settlement. In such event, such settlement consideration, costs and expenses shall be included in Costs and Indemnitor shall pay the same as hereinafter provided. Lender’s good faith in any such settlement shall be conclusively established if the settlement is made on the advice of outside independent legal counsel for Lender. (b) No Indemnitor shall, without the prior written consent of Lender: (i) The Indemnitee shall give prompt written notice to the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event settle or compromise any action, suit suit, proceeding or proceeding is brought against claim relating to an indemnified obligation or consent to the Indemnitee, with respect to which entry of any judgment that does not include as an unconditional term thereof the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment delivery by the Indemnitor within thirty days claimant or plaintiff to Lender of the bringing a full and complete written release of Lender (in form, scope and substance satisfactory to Lender in its sole discretion) from all liability in respect of such action, suit suit, proceeding or claim and a dismissal with prejudice of such action, suit, proceeding or claim; or (ii) settle or compromise any action, suit, proceeding or claim relating to an indemnified obligation in any manner that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able may adversely affect Lender or obligate Lender to pay the full amount of potential liability any sum or perform any obligation as determined by Lender in connection with any such claim, the action, suit or proceeding its sole discretion. (including all proceedings on appeal or for review which counsel for the Indemnitee c) All Costs shall deem appropriate) may be defended by the Indemnitor. Howeverimmediately reimbursable to Lender when and as incurred and, in the event of any litigation, claim or other proceeding, without any requirement of waiting for the ultimate outcome of such litigation, claim or other proceeding, and Indemnitor shall not offer reasonable assurances as pay to its financial capacity to satisfy Lender any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, all Costs within ten (10) days after 30 days prior written notice from Lender itemizing the amounts thereof incurred to the Indemnitor. The Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses date of such counsel notice. In addition to any other remedy available for the failure of Indemnitor to periodically pay such Costs, such Costs, if not paid within said ten (10) day period, shall be bear interest at the Indemnitee’s own expense unless Default Interest Rate (A) as defined in the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the IndemnitorNote). (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations of each party claiming a right to indemnification If any action, proceeding, litigation, claim, loss, liability or other Cost shall be brought or asserted against Lender for any matter which Lender is indemnified hereunder (“Indemnitee”) from each, a "Claim"), Lender shall notify Indemnitor in writing thereof and Indemnitor shall promptly assume the other party (“Indemnitor”) shall be governed by defense thereof, including, without limitation, the following rules: (i) The Indemnitee shall give prompt written notice employment of counsel acceptable to Lender and the negotiation of any settlement. Any failure of Lender to notify Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by such matter shall not impair or reduce the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder. Lender shall have the right, except at the expense of Indemnitor (which expense shall be included in Costs), to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability employ separate counsel in connection with any Claim and to participate in the defense thereof. In the event Indemnitor shall fail to discharge or undertake to defend Lender against any Claim, such claimfailure shall constitute an Event of Default and Lender may, at its sole election, defend or settle such Claim. The liability of Indemnitor to Lender hereunder shall be conclusively established by any settlement entered into by Lender in good faith, and such good faith shall be conclusively established if the action, suit or proceeding (including all proceedings settlement is made on appeal or for review which the advice of independent legal counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the IndemnitorLender. The Indemnitee amount of Indemnitor's liability hereunder shall have include the right to employ its own counsel in any such casesettlement consideration and all other Costs, but the fees and expenses of such counsel which shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized paid by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitoras hereinafter provided. (iiib) In additionIndemnitor shall not, without the prior written consent of Lender, settle or compromise any Claim in any event specified manner or consent to the entry of any judgment (i) in clause (B) which the claimant or plaintiff does not unconditionally release Lender from all liability in respect of the second sentence such Claim and obtain a dismissal of subparagraph such Claim with prejudice; or (ii) above, the Indemnitor, that may adversely affect Lender (as determined by Lender) or obligate Lender to the extent made necessary by such different pay any sum or additional defenses, shall not have the right to direct the defense perform any obligation. Any release of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters Lender shall be defended on the basis of joint consultationin writing and shall be in form, scope and substance satisfactory to Lender. (ivc) The Indemnitee Indemnitor shall pay to Lender any and all Costs within ten (10) days after written notice from Lender itemizing the amounts thereof incurred to the date of such notice. All Costs shall be kept fully informed by immediately reimbursable to Lender, without any requirement of waiting for the Indemnitor ultimate outcome of such action, suit or proceeding at all stages thereof, whether or any Claim. Any Costs not it is represented by counsel. The Indemnitor shall, paid within the aforementioned ten (10) day period shall bear interest at the Indemnitor’s expense, make available to Default Rate from the Indemnitee and its attorneys and accountants all books and records of date incurred until the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other date paid in order to ensure the proper and adequate defense of any such action, suit or proceedingfull. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights If any action shall be brought against Lender based upon any of the Costs for which Lender is indemnified hereunder, Lender shall notify Indemnitors in writing thereof and Indemnitors shall promptly assume the defense thereof, including, without limitation, the employment of counsel reasonably acceptable to Lender and the negotiation of any settlement; provided, however, that any failure of Lender to notify Indemnitors of such matter shall not impair or reduce the obligations of each party claiming a right Indemnitors hereunder. In the event Indemnitors shall fail to indemnification hereunder discharge or undertake to defend Lender against any claim, loss or liability for which Lender is indemnified hereunder, Lender may, at its sole option and election, defend or settle such claim, loss or liability, and, upon prior notice to Indemnitors, Lender shall have the right, at the expense of Indemnitors (“Indemnitee”) from the other party (“Indemnitor”) which expense shall be governed included in Costs), to employ separate counsel in any such action and to participate in the defense thereof. The liability of Indemnitors to Lender hereunder shall be conclusively established by such settlement (absent manifest error), provided such settlement is made in good faith, the following rules:amount of such liability to include both the settlement consideration and the costs and expenses, including, without limitation reasonable attorney's fees and disbursements, actually incurred by Lender in effecting such settlement. In such event, such settlement consideration, costs and expenses shall be included in Costs and Indemnitors shall pay the same as hereinafter provided. (b) Indemnitors shall not, without the prior written consent of Lender, such consent not to be unreasonably withheld or delayed: (i) The Indemnitee shall give prompt written notice to the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event settle or compromise any action, suit suit, proceeding or proceeding is brought against claim or consent to the Indemnitee, with respect to which entry of any judgment that does not include as an unconditional term thereof the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment delivery by the Indemnitor within thirty days claimant or plaintiff to Lender of the bringing a full and complete written release of Lender (in form, scope and substance satisfactory to Lender in its sole discretion) from all liability in respect of such action, suit suit, proceeding or claim and a dismissal with prejudice of such action, suit, proceeding or claim; or (ii) settle or compromise any action, suit, proceeding or claim in any manner that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able may adversely affect Lender or obligate Lender to pay the full amount of potential liability in connection with any such claim, the action, suit sum or proceeding perform any obligation as determined by Lender. (including all proceedings on appeal or for review which counsel for the Indemnitee c) All Costs shall deem appropriate) may be defended by the Indemnitor. Howeverimmediately reimbursable to Lender when and as incurred and, in the event of any litigation, claim or other proceeding, without any requirement of waiting for the Indemnitor ultimate outcome of such litigation, claim or other proceeding, and Indemnitors shall pay to Lender any and all Costs within ten (10) days after written notice from Lender itemizing in reasonable detail the amounts thereof incurred to the date of such notice. In addition to any other remedy available for the failure of Indemnitors to periodically pay such Costs, such Costs, if not offer reasonable assurances paid within said ten-day period, shall bear interest at the Default Interest Rate (as to its financial capacity to satisfy any final judgment defined in the Note) and such costs and interest shall be additional indebtedness of Borrower secured by the Deed of Trust and by the other Loan Documents securing all or settlement, the Indemnitee may assume the defense and dispose part of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the IndemnitorLoan. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations of each Promptly after any party claiming a right entitled to indemnification hereunder under this Section 12 (“"Indemnitee”") from obtains knowledge of the potential existence or commencement of a Claim, in respect of which Indemnitee is or may be entitled to indemnification under this Agreement, such Indemnitee will promptly notify the other party (“"Indemnitor”") shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor of such Claim in writing; provided, however, that any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations will not waive any rights of Indemnitor hereunder, Indemnitee except to the extent that the rights of Indemnitor are actually prejudiced thereby. Indemnitor will assume the defense and settlement of such failure materially prejudices Claim with counsel reasonably satisfactory to Indemnitee at Indemnitor's sole risk and expense; provided, however, that Indemnitee (i) will be permitted to join in the defense and settlement of such Claim and to employ counsel at its own expense; (ii) will reasonably cooperate with Indemnitor in the defense and any settlement of such Claim; and (iii) will have the right to pay or settle such Claim at any time in which event Indemnitee will be deemed to have waived any right to indemnification therefor by Indemnitor’s ability successfully . Indemnitor may settle any Claim without Indemnitee's written consent unless such settlement (A) does not include a release of all covered claims pending against Indemnitee; (B) contains an admission of liability or wrongdoing by Indemnitee; or (C) imposes any obligations upon Indemnitee other than an obligation to defend the matter giving rise to the indemnification claimstop using any infringing items. (iib) In the event any action, suit or proceeding is brought against the Indemnitee, with respect If Indemnitor fails to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute assume the defense of such Claim or, having assumed the claim under defense and settlement of such indemnity agreements and confirming that the claim is one with respect Claim, fails reasonably to which the Indemnitor is obligated contest such Claim in good faith, Indemnitee, without waiving its right to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claimindemnification, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose settlement of such Claim; provided, however, that Indemnitor (i) may join in the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right to defense and settlement of such Claim and employ counsel at its own counsel expense and (ii) will cooperate with Indemnitee in any such case, but the fees defense and expenses settlement of such counsel shall be at the Indemnitee’s own expense Claim. Indemnitee may settle such Claim without Indemnitor's written consent unless such settlement (A) the employment does not include a release of such counsel and the payment all covered Claims pending against Indemnitor; (B) contains an admission of such fees liability or wrongdoing by Indemnitor; or (C) imposes any obligations upon Indemnitor other than an obligation to stop using any infringing items. Indemnitor will be liable to Indemnitee for all costs and expenses both shall have been specifically authorized by the Indemnitor incurred in connection with the defense and settlement of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available any Claim pursuant to it which are different from or additional to those available to the Indemnitorthis Section 12.2(b). (iiic) In additionUpon a determination of liability in respect of this Section 12, in Indemnitor will pay Indemnitee the amount so determined within thirty (30) business days after the date of such determination. If there should be a dispute as to the amount or manner of determination of any event specified in clause (B) indemnity obligation owed under this Agreement, Indemnitor will nevertheless pay when due such portion, if any, of the second sentence obligation as will not be subject to dispute. Upon the payment in full of subparagraph (ii) aboveany claim, either by setoff or otherwise, the Indemnitor, party or entity making payment will be subrogated to the extent made necessary by such different rights of Indemnitee against any person, firm, corporation or additional defenses, shall not have other entity with respect to the right to direct the defense subject matter of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultationclaim. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations of each Promptly after any party claiming a right entitled to indemnification hereunder under this Section 12 (“"Indemnitee”") from obtains knowledge of the potential existence or commencement of a Claim, in respect of which Indemnitee is or may be entitled to indemnification under this Agreement, such Indemnitee will promptly notify the other party (“"Indemnitor”") shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor of such Claim in writing; provided, however, that any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations will not waive any rights of Indemnitor hereunder, Indemnitee except to the extent that the rights of Indemnitor are actually prejudiced thereby. Indemnitor will assume the defense and settlement of such failure materially prejudices Claim with counsel reasonably satisfactory to Indemnitee at Indemnitor's sole risk and expense; provided, however, that Indemnitee (i) will be permitted to join in the defense and settlement of such Claim and to employ counsel at its own expense; (ii) will reasonably cooperate with Indemnitor in the defense and any settlement of such Claim; and (iii) will have the right to pay or settle such Claim at any time in which event Indemnitee will be deemed to have waived any right to indemnification therefor by Indemnitor’s ability successfully . Indemnitor may settle any Claim without Indemnitee's written consent unless such settlement (A) does not include a release of all covered claims pending against Indemnitee; (B) contains an admission of liability or wrongdoing by Indemnitee; or (C) imposes any obligations upon Indemnitee other than an obligation to defend the matter giving rise to the indemnification claimstop using any infringing items. (iib) In the event any action, suit or proceeding is brought against the Indemnitee, with respect If Indemnitor fails to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute assume the defense of such Claim or, having assumed the claim under defense and settlement of such indemnity agreements and confirming that the claim is one with respect Claim, fails reasonably to which the Indemnitor is obligated contest such Claim in good faith, Indemnitee, without waiving its right to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claimindemnification, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose settlement of such Claim; provided, however, that Indemnitor (i) may join in the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right to defense and settlement of such Claim and employ counsel at its own counsel expense and (ii) will cooperate with Indemnitee in any such case, but the fees defense and expenses settlement of such counsel shall be at the Indemnitee’s own expense Claim. Indemnitee may settle such Claim without Indemnitor's written consent unless such settlement (A) the employment does not include a release of such counsel and the payment all covered Claims pending against Indemnitor; (B) contains an admission of such fees liability or wrongdoing by Indemnitor; or (C) imposes any obligations upon Indemnitor other than an obligation to stop using any infringing items. Indemnitor will be liable to Indemnitee for all costs and expenses both shall have been specifically authorized by the Indemnitor incurred in connection with the defense and settlement of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available any Claim pursuant to it which are different from or additional to those available to the Indemnitorthis Section 12.2(b). (iiic) In additionUpon a determination of liability in respect of this Section 12, in Indemnitor will pay Indemnitee the amount so determined within 10 business days after the date of such determination. If there should be a dispute as to the amount or manner of determination of any event specified in clause (B) indemnity obligation owed under this Agreement, Indemnitor will nevertheless pay when due such portion, if any, of the second sentence obligation as will not be subject to dispute. Upon the payment in full of subparagraph (ii) aboveany claim, either by setoff or otherwise, the Indemnitor, party or entity making payment will be subrogated to the extent made necessary by such different rights of Indemnitee against any person, firm, corporation or additional defenses, shall not have other entity with respect to the right to direct the defense subject matter of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultationclaim. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. 5.3.1 If any Indemnitee receives notice of assertion or commencement of any Third Party Claim against such Indemnitee in respect of which an Indemnitor may be obligated to provide indemnification under this Agreement, the Indemnitee shall give such Indemnitor reasonably prompt written notice thereof and such notice shall include a reasonable description of the claim, any documents relating to the claim, an estimate of the Indemnifiable Losses and shall reference the specific sections of this Agreement that form the basis of such claim; provided, however, that no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (aand then solely to the extent) The rights and obligations of each party claiming a right to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed Indemnitor is actually prejudiced by the following rules: (i) such delay. The Indemnitee shall give prompt written notice deliver to the Indemnitor Indemnitor, promptly after the Indemnitee’s receipt thereof, copies of any state of facts which Indemnitee determines will give rise to a claim all notices and documents (including court papers) received by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, relating to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claimThird Party Claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect 5.3.2 The Indemnitor shall be entitled to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute participate in the defense of any Third Party Claim and, if it so chooses, to assume the claim under such indemnity agreements and confirming that the claim is one defense thereof with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended selected by the Indemnitor. HoweverShould the Indemnitor so elect to assume the defense of a Third Party Claim, in the event the Indemnitor shall not offer reasonable assurances not, as long as it conducts such defense, be liable to its financial capacity to satisfy any final judgment or settlementthe Indemnitee for legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnitor assumes such defense, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel in any employed by the Indemnitor, it being understood that the Indemnitor shall control such case, but defense. The Indemnitor shall be liable for the reasonable and documented fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnitor has not assumed the defense thereof (other than during any period in which the Indemnitee has not yet given notice of the Third Party Claim as provided above). If the Indemnitor chooses to defend any Third Party Claim, the Parties shall cooperate in the defense thereof. Such cooperation shall include the retention and (upon the Indemnitor’s request) the provision to the Indemnitor of records and information that are relevant to such counsel Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnitor shall be at have assumed the defense of a Third Party Claim, the Indemnitee shall not admit any liability with respect to, or pay, settle, compromise or discharge, such Third Party Claim without the Indemnitor’s prior written consent. If the Indemnitor has assumed the defense of a Third Party Claim, the Indemnitor may only pay, settle, compromise or discharge a Third Party Claim with the Indemnitee’s own expense unless prior written consent (Awhich consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Indemnitor may pay, settle, compromise or discharge such a Third Party Claim without the written consent of the Indemnitee if such settlement (i) includes a complete and unconditional release of the employment Indemnitee from all liability in respect of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such actionThird Party Claim, suit or proceeding or (Bii) does not subject the Indemnitee shall have reasonably concluded to any injunctive relief or other equitable remedy and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In additiondoes not include a statement or admission of fault, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, culpability or failure to the extent made necessary act by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. A party (athe "Indemnitee") The rights and obligations of each party claiming a right that intends to claim indemnification hereunder (“Indemnitee”) from under this Article 17 shall promptly notify the other party (“the "Indemnitor”") shall in writing of any claim in respect of which the Indemnitee or any of its directors, officers, employees, agents, licensors, successors, or assigns intends to claim such indemnification. The parties will then determine whether complete or partial indemnification is appropriate in such event. If the parties are unable to mutually agree on whether the Indemnitee should be governed completely or partially indemnified by the following rules: (i) Indemnitor, the parties shall appoint an arbitrator to make a binding ruling on this issue. The Indemnitee arbitrator will be appointed according to Section 21. If the parties or the arbitrator determine that indemnification is appropriate, the Indemnitor shall give prompt have sole control of the defense and/or settlement thereof, provided that the indemnified party may participate in any such proceeding with counsel of its choice at its own expense. The indemnity agreement in this Article 17 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor of any state of facts which Indemnitee determines will give rise to within a claim by reasonable time after the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense commencement of any such action, suit or proceeding. (v) The if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 17, but the omission to so deliver written notice to the Indemnitor shall make no settlement not relieve the Indemnitor of any claims which Indemnitor has undertaken liability that it may otherwise have to defendany Indemnitee than under this Article 17. The Indemnitee under this Article 17, without Indemnitee’s consentits employees and agents, unless shall cooperate fully with the Indemnitor fully indemnifies and its legal representatives and provide full information in the Indemnitee investigation of any Claim covered by this indemnification. Notwithstanding anything to the contrary contained in this Article 17, neither party shall be liable for all losses, there is no finding any costs or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteeexpenses incurred without its prior written authorization.

Indemnification Procedures. (a) The rights and obligations of each party claiming a right to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) If any action shall be governed by brought against Lender based upon any of the following rules: (i) The Indemnitee matters for which Lender is indemnified hereunder, Lender shall give prompt written notice notify Indemnitor in writing thereof and Indemnitor shall promptly assume the defense thereof, including, without limitation, the employment of counsel reasonably acceptable to Lender and the negotiation of any settlement; provided, however, that any failure of Lender to notify Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by such matter shall not impair or reduce the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder. Lender shall have the right, except at the expense of Indemnitor (which expense shall be included in Costs in the event that Lender shall conclude in good faith that a conflict of interest exists), to employ separate counsel in any such action and to participate in the extent such failure materially prejudices such Indemnitor’s ability successfully defense thereof. In the event Indemnitor shall fail to discharge or undertake to defend Lender against any claim, loss or liability for which Lender is indemnified hereunder, Lender may, at its sole option and election, defend or settle such claim, loss or liability. The liability of Indemnitor to Lender hereunder shall be conclusively established by such settlement, provided such settlement is made in good faith, the matter giving rise amount of such liability to include both the indemnification claimsettlement consideration and the costs and expenses, including, without limitation, attorneys' fees and disbursements, incurred by Lender in effecting such settlement. In such event, such settlement consideration, costs and expenses shall be included in Costs and Indemnitor shall pay the same as hereinafter provided. (iib) In Indemnitor shall not, without the event prior written consent of Lender: (i) settle or compromise any action, suit suit, proceeding or proceeding is brought against claim or consent to the Indemnitee, with respect to which entry of any judgment that does not include as an unconditional term thereof the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment delivery by the Indemnitor within thirty days claimant or plaintiff to Lender of the bringing a full and complete written release of Lender (in form, scope and substance reasonably satisfactory to Lender in its sole discretion) from all liability in respect of such action, suit suit, proceeding or claim and a dismissal with prejudice of such action, suit, proceeding or claim; or (ii) settle or compromise any action, suit, proceeding or claim in any manner that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able may adversely affect Lender or obligate Lender to pay the full amount of potential liability any sum or perform any obligation as determined by Lender in connection with any such claim, the action, suit or proceeding its sole discretion. (including all proceedings on appeal or for review which counsel for the Indemnitee c) All Costs shall deem appropriate) may be defended by the Indemnitor. Howeverimmediately reimbursable to Lender when and as incurred and, in the event of any litigation, claim or other proceeding, without any requirement of waiting for the ultimate outcome of such litigation, claim or other proceeding, and Indemnitor shall not offer reasonable assurances as pay to its financial capacity to satisfy Lender any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, all Costs within ten (10) Business Days after 30 days prior written notice from Lender itemizing the amounts thereof incurred to the Indemnitor. The Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses date of such counsel notice. In addition to any other remedy available for the failure of Indemnitor to periodically pay such Costs, such Costs, if not paid within said ten-day period, shall be bear interest at the Indemnitee’s own expense unless (A) rate for overdue payments in the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the IndemnitorLoan Agreement. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations of each In connection with any indemnification provided for in this Article 6, the party claiming a right to seeking indemnification hereunder (the “Indemnitee”) will give the party from which indemnification is sought (the other party (“Indemnitor”) shall be governed prompt notice whenever it comes to the Indemnitee’s attention that the Indemnitee has suffered or incurred, or may suffer or incur, any Losses for which it is entitled to indemnification under this Article 6, and, when known, the facts constituting the basis for such claim (in reasonable detail). Failure by the following rules:Indemnitee to so notify the Indemnitor will not relieve the Indemnitor of any liability under this Agreement except to the extent that such failure prejudices the Indemnitor in any material respect. (ib) The After receipt of a notice pursuant to Section 6.3(a), the Indemnitor will be entitled, if it so elects, to take control of the defense and investigation with respect to any third-party claim subject to indemnification hereunder and to employ and engage attorneys reasonably satisfactory to the Indemnitee shall give prompt to handle and defend such claim, at the Indemnitor’s sole cost, risk, and expense, upon written notice to the Indemnitee of such election, which notice acknowledges the Indemnitor’s obligation to provide indemnification under this Agreement with respect to any Losses arising out of or resulting from the claim in question. The Indemnitor will not settle any third-party claim that is the subject of indemnification without the written consent of the Indemnitee, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, that, after reasonable notice, the Indemnitor may settle a claim without the Indemnitee’s consent if such settlement (i) makes no admission or acknowledgment of liability or culpability with respect to the Indemnitee, (ii) includes a complete release of (A) if Indemnitee is a Company Indemnitee, all Company Indemnitees, and (B) if Indemnitee is a Provider Indemnitee, all Provider Indemnitees, and (iii) does not contain any term or provision to affirmatively require the Indemnitee to make any payment not covered by indemnification by the Indemnitor hereunder or to forego or take any action. The Indemnitee will cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial, and defense of any state lawsuit or action with respect to such claim and any appeal arising therefrom (including the filing in the Indemnitee’s name of facts which appropriate cross claims and counterclaims). The Indemnitee determines will give rise to a claim may, at its own cost, participate in any investigation, trial, and defense of such lawsuit or action controlled by the Indemnitor and any appeal arising therefrom. If there are one or more legal defenses available to the Indemnitee against that conflict with those available to, or that are not available to, the Indemnitor, the Indemnitee will have the right, at the expense of the Indemnitor, to engage separate counsel reasonably acceptable to the Indemnitor based on to participate in the indemnity agreements contained herein, stating defense of the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claimlawsuit or action. (iic) In If, after receipt of a notice pursuant to Section 6.3(a), the event Indemnitor does not undertake to defend any actionsuch claim, suit the Indemnitee may, but will have no obligation to, contest any lawsuit or proceeding is brought against action with respect to such claim, and the Indemnitor will be bound by the result obtained with respect thereto by the Indemnitee, . The Indemnitee may not settle any lawsuit or action with respect to which the Indemnitor may have liability under Indemnitee is entitled to indemnification hereunder without the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days consent of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenseswhich consent will not be unreasonably withheld, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law bydelayed, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteeconditioned.

Indemnification Procedures. (a) The rights and obligations of each If any person or party claiming a right entitled to indemnification under this Article 6 (an "Indemnitee") intends to claim indemnification under this Article 6, it shall promptly notify the indemnifying party hereunder (“Indemnitee”the "Indemnitor") from in writing of any Liability in respect of which the other party (“Indemnitee intends to claim such indemnification, as soon as reasonably practicable after the Indemnitee receives notice of such Liability. Indemnitor”) shall be governed by 's obligations under this Article 6 are conditioned upon the following rules: (i) The Indemnitee shall give prompt written notice to permitting the Indemnitor to assume direction and control of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding Liability (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. Howeverright to settle it); provided, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlementhowever, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The that an Indemnitee shall have the right to employ retain its own counsel in any such caselegal counsel, but with the reasonable fees and expenses thereof to be paid by the Indemnitor, if representation of such Indemnitee by the legal counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized retained by the Indemnitor would be inappropriate due to actual or potential conflicts of interest between such Indemnitee and such Indemnitor. Indemnitor's obligations under this Article 6 shall not apply to amounts paid in connection with settlement of any loss, claim, damage, liability or action if such settlement is effected without the defense consent of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the extent made necessary by Indemnitor within a reasonable time after the commencement of any third party suit, claim, action or demand, if prejudicial to Indemnitor's ability to defend such different suit, claim, action or additional defensesdemand, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by relieve the Indemnitor of its obligations under this Section 6 with respect to Liabilities that could have been defended in such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee (and its attorneys directors, officers, employees and accountants all books and records of agents) shall cooperate fully with the Indemnitor relating to such proceedings or litigation, and its legal counsel in the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense investigation of any such action, suit or proceedingLiability for which indemnification is sought by such Indemnitee hereunder. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (ai) The rights and obligations In case any claim is asserted or any proceeding (including any governmental investigation) shall be instituted in which indemnity may be sought by an Indemnitee pursuant to any of each party claiming a right to indemnification hereunder the preceding paragraphs of this Section 2.08, such Indemnitee shall promptly notify in writing the Person against whom such indemnity may be sought (“Indemnitee”) from the other party (“Indemnitor”) ); provided, however, that the omission so to notify the Indemnitor shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to not relieve the Indemnitor of any state of facts which liability that it may have to such Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent that the Indemnitor was prejudiced by such failure materially prejudices such to notify. The Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against upon request of the Indemnitee, with respect shall retain counsel reasonably satisfactory to which the Indemnitee to represent (subject to the following sentences of this Section 2.08(c)(i)) the Indemnitee and any others the Indemnitor may have liability under designate in such proceeding and shall pay the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing fees and disbursements of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under counsel related to such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with proceeding. In any such claimproceeding, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right to employ retain its own counsel in any such casecounsel, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense of such Indemnitee unless (A) the employment Indemnitor and the Indemnitee shall have mutually agreed to the retention of such counsel counsel, (B) the Indemnitor fails to take reasonable steps necessary to defend diligently any claim within ten days after receiving written notice from the Indemnitee that the Indemnitee believes the Indemnitor has failed to take such steps, or (C) the named parties to any such proceeding (including any impleaded parties) include both the Indemnitor and the payment Indemnitee and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests or legal defenses between them and, in all such cases, the Indemnitor shall be responsible for the reasonable fees and expenses both shall have been specifically authorized by of only such counsel. It is understood that the Indemnitor 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 law firm (in addition to any appropriate local counsel) for all such Indemnitees. The Indemnitor shall not be liable for any settlement of any proceeding effected without its written consent. (ii) If the indemnification provided for in this Section 2.08 is held by a court of competent jurisdiction to be unavailable to an Indemnitee in respect of any Losses referred to herein, then the Indemnitor, in lieu of indemnifying such Indemnitee hereunder, shall contribute to the amount paid or payable by such Indemnitee as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Indemnitor and the Indemnitee and Persons acting on behalf of or Controlling the Indemnitor or the Indemnitee in connection with the defense statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the Corporation, the Trust and Persons acting on behalf of or Controlling the Corporation or the Trust shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Corporation, the Trust or by Persons acting on behalf of the Corporation or the Trust and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, suit statement or omission. The Indemnitor shall not be required to contribute pursuant to this Section 2.08(c)(ii) if there has been a settlement of any proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitoreffected without its written consent. (iii) In additionThe parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.08(c) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 2.08(c), the Trust shall not be required to contribute, in the aggregate, any event specified amount in clause excess of the amount by which the net proceeds actually received by the Trust from the sale of the Registrable Securities subject to any proceeding (Bincluding any governmental investigation) exceeds the amount of any damages that the Trust has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the second sentence of subparagraph (iiSecurities Act) above, the Indemnitor, shall be entitled to the extent made necessary by such different or additional defenses, shall contribution from any Person who was not have the right to direct the defense guilty of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultationfraudulent misrepresentation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. Supplier or SCRIPSAMERICA, as applicable (a) The rights and obligations of each party claiming a right to indemnification hereunder (“Indemnitee”) from in such capacity, the other party (“Indemnitor”) shall be governed by promptly assume full and complete responsibility for the investigation, defense, compromise and settlement of any claim, suit or action arising out of or relating to the indemnified matters following rules: (i) The Indemnitee shall give prompt written notice to thereof from the Indemnitor of any state of facts SCRIPSAMERICA Indemnitee or Supplier Indemnitee, as applicable (the “Indemnitee”), which Indemnitee determines will give rise to a claim notice shall be given by the Indemnitee against within ten (10) days of the Indemnitor based on Indemnitee’s knowledge of such claim, suit or action. Failure to provide such timely notice shall not eliminate the indemnity agreements contained hereinIndemnitor’s indemnification obligations to the Indemnitee unless, stating the nature and basis of said claims and the amount thereof, only to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunderwhich, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by has substantially prejudiced the Indemnitor. However, in Notwithstanding the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlementforegoing, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right right, in its sole discretion and at Indemnitee’s expense, to employ participate in or to defend or prosecute, through its own counsel, any claim suit or action for which it is entitled to indemnification by the Indemnitor; provided, however, that if the Indemnitee is advised in writing by its legal counsel in any such case, but that there is a conflict between the fees and expenses positions of such counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel Indemnitor and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor Indemnitee in connection with conducting the defense of such action, suit action or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific are legal defenses available to it which are the Indemnitee different from or additional in addition to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of then counsel for the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available shall be entitled to conduct the defense to the extent necessary to protect the interests of the Indemnitee. The Indemnitor shall not enter into any compromise or settlement without the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld, unless the settlement is limited to money paid by the Indemnitor, with no acknowledgment of wrongdoing by the Indemnitee and its attorneys no other restriction on or liability to the Indemnitee. The absence of a complete and accountants general release of all books and records of claims against Indemnitee shall be reasonable grounds for Indemnitee to refuse to provide written consent to a compromise or settlement. If the Indemnitor relating to such proceedings or litigation, does not assume and diligently pursue the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such actionclaim, suit or proceeding. (v) The action, the Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies reimburse the Indemnitee for all losses, there is no finding or admission the reasonable fees and expenses of violation of law by, or effect on any other claims that may be made against, counsel retained by the Indemnitee to undertake or assist in such defense, and shall be bound by the relief granted in connection therewith requires no action on the part of and has no effect on results obtained by the Indemnitee.

Indemnification Procedures. (a) The rights and obligations Whenever any Indemnitee shall have actual knowledge of each party claiming the reasonable likelihood of the assertion of a right to indemnification hereunder Claim, Manager (acting on its own behalf or, if requested by any such Indemnitee other than itself, on behalf of such Indemnitee) or such Indemnitee shall notify the appropriate member of the Company Group in writing of the Claim (the “IndemniteeNotice of Claim”) from with reasonable promptness after such Indemnitee has such knowledge relating to such Claim and has notified Manager thereof. The Notice of Claim shall specify all material facts known to Manager (or if given by such Indemnitee, such Indemnitee) that may give rise to such Claim and the other party monetary amount or an estimate of the monetary amount of the Obligation involved if Manager (“Indemnitor”or if given by such Indemnitee, such Indemnitee) has knowledge of such amount or a reasonable basis for making such an estimate. The failure of Manager to give such Notice of Claim shall be governed not relieve any Indemnifying Party of its respective indemnification obligations under this Agreement except to the extent that such omission results in a failure of actual notice to it and it is materially injured as a result of the failure to give such Notice of Claim. The Indemnifying Parties shall, at their expense, undertake the defense of such Claim with attorneys of their own choosing reasonably satisfactory in all respects to Manager. Manager may participate in such defense with counsel of Manager’s choosing at the expense of the Indemnifying Parties. In the event that none of the Indemnifying Parties undertake the defense of the Claim within a reasonable time after Manager has given the Notice of Claim, or in the event that Manager shall in good faith determine that the defense of any claim by the following rules: (i) The Indemnitee shall give prompt written Indemnifying Parties is inadequate or may conflict with the interest of any Indemnitee, Manager may, at the expense of the Indemnifying Parties and after giving notice to the Indemnitor Indemnifying Parties of such action, undertake the defense of the Claim and compromise or settle the Claim, all for the account of and at the risk of the Indemnifying Parties. In the defense of any state Claim, the Indemnifying Parties shall not, except with the prior written consent of facts which Indemnitee determines will give rise Manager, consent to a claim entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief, or that does not include as an unconditional term thereof the giving by the Person or Persons asserting such Claim to such Indemnitee against of a release from all liability with respect to such Claim. In each case, Manager and each other Indemnitee seeking indemnification hereunder will cooperate with the Indemnitor based on Indemnifying Parties, so long as the indemnity agreements contained hereinIndemnifying Parties are conducting the defense of the Claim, stating in the nature and basis of said claims preparation for and the amount thereofprosecution of the defense of such Claim, including making available evidence within the control of Manager or such Indemnitee, as the case may be, and persons needed as witnesses who are employed by Manager or such Indemnitee, as the case may be, in each case as reasonably needed for such defense and at cost, which cost, to the extent known. No failure to give such notice reasonably incurred, shall affect be paid by the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claimIndemnifying Parties. (iib) In the event The Indemnifying Parties hereby agree to advance reasonable costs and expenses, including attorney’s fees, incurred by Manager (acting on its own behalf or, if requested by any actionsuch Indemnitee other than itself, suit on behalf of such Indemnitee) or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days any Indemnitee in defending any Claim in advance of the bringing final disposition of such action, suit Claim upon receipt of an undertaking by or proceeding on behalf of Manager or such Indemnitee to repay amounts so advanced if it shall ultimately be determined that it Manager or such Indemnitee is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect not entitled to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with indemnified by any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances Indemnifying Party as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitorthis Agreement. (iiic) In addition, Manager shall notify the Indemnifying Parties in any event specified in clause (B) writing of the second sentence amount of subparagraph any Claim actually paid by Manager (ii) above, the Indemnitor, “Notice of Payment”). The amount of any Claim actually paid by Manager shall bear simple interest at the rate equal to the extent made necessary by such different or additional defensesJPMorgan Chase Bank, shall not have N.A. prime rate as of the right to direct the defense date of such actionpayment plus 2% per annum, suit or proceeding from the date any Indemnifying Party receives the Notice of Payment to the date on behalf of which any Indemnifying Party shall repay the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor amount of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available Claim plus interest thereon to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingManager. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations If an Indemnitee receives written notice of each party claiming a right to Claim that the Indemnitee believes may result in a claim for indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The under this ARTICLE XI, such Indemnitee shall give prompt written notice deliver an Indemnification Claim to the Indemnitor in accordance with the ​ ​ provisions of any state of facts which Indemnitee determines will give rise to a claim by Section 11.3. If (but only for so long as) the Indemnitee against Litigation Conditions are satisfied, then the Indemnitor based on shall have the indemnity agreements contained herein, stating the nature right to assume and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute control the defense of the claim under Claim, at its own expense with counsel selected by it and reasonably acceptable to the Indemnitee (such indemnity agreements and confirming that acceptance not to be unreasonably withheld, conditioned or delayed), by delivering written notice of its assumption of such defense to the claim is one with respect to which Indemnitee within [**] of its receipt of notice of such Claim from the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event but the Indemnitor shall not offer reasonable assurances as in any event have the right to its financial capacity to satisfy any final judgment or settlement, assume and control the defense of a Claim that initially sought injunctive relief (including a declaratory judgment) from the Indemnitee may assume when the defense and dispose only remaining dispute in such matter is the determination of non-injunctive relief or when the claimonly remaining relief sought by the Third Party in such matter is non-injunctive relief, after 30 days prior written notice to whichever is first); provided, however, that the Indemnitor. The Indemnitee shall have the right to employ retain its own counsel in any such casecounsel, but with the reasonable fees and expenses to be paid by the Indemnitor, if (a) representation of such the Indemnitee by the counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized retained by the Indemnitor in connection with would be inappropriate due to actual or potential conflict of interests between such Indemnitee and Indemnitor, (b) the defense of such actionIndemnitor has failed within a reasonable time to retain counsel, suit or proceeding or (Bc) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific legal defenses available to it which that are different from or additional in addition to those available to the Indemnitor. , or (iiid) In addition, in at any event specified in clause (B) of time the second sentence of subparagraph (ii) above, Litigation Conditions are not satisfied with respect to such Claim. If the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct Indemnitor assumes and controls the defense of such actionClaim, suit the Indemnitor shall keep the Indemnitee reasonably apprised of the status of the Claim and the Indemnitee shall be entitled to otherwise monitor such Claim at its sole cost and expense. If the Claim seeks injunctive relief (including a declaratory judgment) against or proceeding from the Indemnitee or if the Indemnitor does not assume the defense of the Claim as described in this Section 11.4, the Indemnitee shall be permitted to assume and control the defense of such Claim (but shall have no obligation to do so) and in such event shall be entitled to settle or compromise the Indemnification Claims in its sole discretion. If the Indemnitor has assumed and controls the defense of the Claim in accordance with this Section 11.4, (i) the Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed and (ii) the Indemnitor shall not settle or compromise the Indemnification Claim unless the terms of such settlement or compromise (x) provide for a legally binding and unconditional and irrevocable release of the Claims that are the subject of such Indemnification Claim in favor of the Indemnitee, (y) do not contain an admission of wrongdoing or liability on behalf of Indemnitee and (z) would not result in the payment of amounts by the Indemnitee, impose any other obligation on the Indemnitee or otherwise have an adverse effect on the Indemnitee’s rights or interests (including any rights under this Agreement or the scope or enforceability of any Patents or Know-How licensed by one Party to another Party pursuant to this Agreement), without the prior written consent of the Indemnitee, such consent not to be unreasonably withheld, conditioned or delayed. If Indemnitor and Indemnitee canIn each case, the Party that is not agree on a mechanism to separate controlling the defense of matters extending beyond any Claim shall reasonably cooperate with the scope of indemnification, such matters shall be defended on Party that is controlling the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor defense of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shallClaim, at the Indemnitornon-controlling Party’s expense, expense and shall make available to the Indemnitee and its attorneys and accountants controlling Party all books and records pertinent information under the control of the Indemnitor relating non-controlling Party, which information shall be subject to such proceedings or litigationARTICLE VII. Each Party shall use Commercially Reasonable Efforts to avoid production of Confidential Information of the other Party (consistent with Applicable Law and rules of procedure), and the parties hereto agree to render cause all communications among employees, counsel and other representatives of such Party to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteeso as to preserve any applicable attorney-client or work-product privileges.

Indemnification Procedures. (a) The rights and obligations of each With respect to third party claiming a right claims, the following procedures shall apply: 19.4.1. Promptly after the entity entitled to indemnification hereunder (“Indemnitee”under Section 19.1 through Section 19.3 or any other provisions of this Agreement) from has notice of the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor commencement or threatened commencement of any state of facts which Indemnitee determines will give rise to civil, criminal, administrative, or investigative action or proceeding involving a claim by in respect of which the Indemnitee against indemnitee will seek indemnification pursuant to any such Section, the Indemnitor based on indemnitee shall notify the indemnity agreements contained herein, stating the nature and basis indemnitor of said claims and the amount thereof, to the extent knownsuch claim. No delay or failure to give such notice so notify an indemnitor shall affect the indemnification relieve it of its obligations of Indemnitor hereunder, under this Agreement except to the extent that such failure materially prejudices indemnitor has suffered actual prejudice by such Indemnitor’s ability successfully delay or failure. Within fifteen (15) days following receipt of notice from the indemnitee relating to defend any claim, but no later than five (5) days before the matter giving rise date on which any response to a complaint or summons is due, the indemnitor shall notify the indemnitee that the indemnitor elects to assume control of the defense and settlement of that claim (a “Notice of Election”). 19.4.2. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee fully apprised at all times as to the indemnification claim. status of the defense, and (ii) In the event indemnitor shall obtain the prior written approval of the indemnitee before entering into any action, suit or proceeding is brought settlement of such claim asserting any liability against the Indemniteeindemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (i) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (ii) the indemnitor shall pay the fees and expenses associated with such counsel if, in the reasonable judgment of the indemnitee, based on an opinion of counsel, there is a conflict of interest with respect to which such claim or if the Indemnitor may have liability under indemnitor has requested the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days assistance of the bringing of such action, suit or proceeding that it is undertaking and will prosecute indemnitee in the defense of the claim under such indemnity agreements and confirming that or the indemnitor has failed to defend the claim is one with respect to which the Indemnitor is diligently. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (x) the indemnitor has delivered a timely Notice of Election and that it will be able such amount was agreed to pay without the full amount written consent of potential liability in connection the indemnitor, (y) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (z) the time period within which to deliver a Notice of Election has not yet expired. 19.4.3. If the indemnitor does not deliver a Notice of Election relating to any such claimclaim within the required notice period, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee indemnitee shall have the right to employ its own counsel defend the claim in any such casemanner, but as it may deem appropriate. The indemnitor shall promptly reimburse the fees indemnitee for all such costs and expenses of such counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized incurred by the Indemnitor in connection with the defense of such actionindemnitee, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitorincluding attorneys’ fees. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. A Party which intends to claim indemnification under Section 11.1 or 11.2 of this Agreement (a) The rights and obligations of each party claiming a right to indemnification hereunder (the “Indemnitee”) from will promptly notify the other party Party (the “Indemnitor”) shall be governed by in writing of any claim, lawsuit or other action in respect of which the following rules: (i) The Indemnitee shall give prompt or any of its directors, officers, employees, and Affiliates intend to claim such indemnification within a reasonable period of time after the assertion of such claim; provided, however, that the failure to provide written notice to of such claim within a reasonable period of time will not relieve the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification its obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated prejudiced by such failure to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitorprovide prompt notice. The Indemnitee shall Indemnitor will have the right to employ assume the complete control of the defense, compromise or settlement of any such claim without the prior written consent of such Indemnitee (although no settlement will be entered into concerning or affecting the validity or enforceability of (a) the Licensed Technology or the Product Trademarks without the written consent of POZEN or (b) the Xcel Technology without the written consent of Xcel). The Indemnitor will, if it elects to assume control, at its own expense employ legal counsel in to defend the claim at issue. At any such case, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by time after the Indemnitor in connection with the has assumed defense of such actiona claim, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In additionexercise, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor , any rights which may mitigate the extent or amount of such claim; provided, however, that the Indemnitee: (x) may, in its sole discretion and Indemnitee cannot agree on a mechanism at its own expense, employ legal counsel to separate represent it (in addition to the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed legal counsel employed by the Indemnitor) in any such matter, and in such event legal counsel selected by the Indemnitee will be required to confer and cooperate with such counsel of the Indemnitor in such defense, compromise or settlement for the purpose of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shallinforming and sharing information with the Indemnitor; (y) will, at the Indemnitor’s its own expense, make available to Indemnitor those employees, officers and directors of Indemnitee whose assistance, testimony or presence is necessary, useful or appropriate to assist the Indemnitee Indemnitor in evaluating and in defending any such claim; provided, however, that any such access will be conducted in such a manner as not to interfere unreasonably with the operations of the businesses of Indemnitee; and (z) will otherwise fully cooperate with the Indemnitor and its attorneys legal counsel in the investigation and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingclaim. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations Promptly upon receipt by any Indemnified Person of each party claiming a right to indemnification hereunder (“Indemnitee”) from notice of the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor commencement of any state of facts which Indemnitee determines will give rise to suit, action, claim, proceeding or governmental investigation against any such Indemnified Person, such Indemnified Person will, if a claim by the Indemnitee in respect of such suit, action, claim, proceeding or investigation is to be made against the Indemnitor based on Titling Trust Administrator under Section 10.2(a), notify the indemnity agreements contained hereinTitling Trust Administrator of the commencement of such suit, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit proceeding or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) investigation. The Titling Trust Administrator may be defended by the Indemnitor. However, participate in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may and assume the defense and dispose settlement of any such suit, action, claim, proceeding or investigation at its expense, and no settlement of such suit, action, claim, proceeding or investigation may be made without the approval of the claimTitling Trust Administrator and such Indemnified Person, after 30 days prior written which approvals will not be unreasonably withheld or delayed. After notice from the Titling Trust Administrator to the Indemnitor. The Indemnitee shall have Indemnified Person of the right Titling Trust Administrator’s intention to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with assume the defense of such suit, action, suit or claim, proceeding or (B) the Indemnitee shall have investigation with counsel reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available satisfactory to the Indemnitor. (iii) In additionIndemnified Person, in any event specified in clause (B) of and so long as the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct Titling Trust Administrator so assumes the defense of such suit, action, suit claim, proceeding or proceeding on behalf investigation in a manner reasonably satisfactory to the Indemnified Person, as applicable, the Titling Trust Administrator will not be liable for any legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Indemnitee. If Indemnitor Titling Trust Administrator and Indemnitee cannot agree on a mechanism to an Indemnified Person, in which case the Titling Trust Administrator will pay for the separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available counsel to the Indemnitee and its attorneys and accountants all books and records of Indemnified Person which is reasonably satisfactory to the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingTitling Trust Administrator. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. A Party which intends to claim indemnification under Section 20.1 or 20.2 (a) The rights and obligations of each party claiming a right to indemnification hereunder (“the ”Indemnitee”) from will promptly notify the other party Party (the “Indemnitor”) shall be governed by in writing of any claim, suit, proceeding or action in respect of which the following rules: (i) The Indemnitee shall give prompt or any of the other Ampio Indemnitees or Daewoong Indemnitees, as applicable, intend to claim such indemnification within a reasonable period of time after the assertion of such claim; provided, however, that the failure to provide written notice to of such claim within a reasonable period of time will not relieve the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification its obligations of Indemnitor hereunder, except to the extent that the Indemnitor is prejudiced by such failure to provide prompt notice. The Indemnitor will have the right to assume the complete control of the defence, compromise or settlement of any such claim (provided that no settlement of any claim will include any admission of wrongdoing on the part of an Indemnitee or the other Ampio Indemnitees or Daewoong Indemnitees, as applicable, or materially prejudices and adversely effect the rights of the Indemnitee or the other Ampio Indemnitees or Daewoong Indemnitees, as applicable, in each case without the prior written consent of such Indemnitor’s ability successfully Indemnitee, which such consent will not be unreasonably withheld or delayed). The Indemnitor may, at its own expense, employ legal counsel to defend the matter giving rise claim at issue. The Indemnitee may, in its sole discretion and at its own expense, employ legal counsel to represent it and the other Ampio Indemnitees or Daewoong Indemnitees, as applicable (in addition to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which legal counsel for the Indemnitee shall deem appropriate) may be defended employed by the Indemnitor. However) in any such matter, and in such event legal counsel selected by the event Indemnitee will be required to confer and cooperate with such counsel of the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment in such defence, compromise or settlement, settlement for the Indemnitee may assume the defense purpose of informing and dispose of the claim, after 30 days prior written notice to sharing information with the Indemnitor. The Indemnitee shall have the right to employ will, at its own counsel in any such case, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to Indemnitor those Ampio Indemnitees or Daewoong Indemnitees, as applicable, whose assistance, testimony or presence is necessary, useful or appropriate to assist the Indemnitor in evaluating, defending or settling any such claim; provided, however, that any such access will be conducted in such a manner as not to interfere unreasonably with the operations of the businesses of Indemnitee or the other Ampio Indemnitees or Daewoong Indemnitees, as applicable; and will otherwise fully cooperate with the Indemnitor and its attorneys legal counsel in the investigation and accountants all books and records defence of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingclaim. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations Promptly after receipt by an Indemnitee of each party claiming notice of the commencement of any action that may result in a right claim for indemnification pursuant to this Article 2, the Indemnitee shall notify the Indemnitor in writing within 30 days thereafter; provided, however, that any omission to so notify the Indemnitor will not relieve it of any liability for indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice as to the Indemnitor of any state of facts particular item for which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, may then be sought (except to the extent such that the failure to give notice shall have been materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise prejudicial to the Indemnitor) nor from any other liability that it may have to any Indemnitee. The Indemnitor shall have the right to assume sole and exclusive control of the defense of any claim for indemnification claimpursuant to this Article 2, including the choice and direction of any legal counsel. (iib) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The An Indemnitee shall have the right to employ its own engage separate legal counsel in any such caseaction as to which indemnification may be sought under any provision of this Agreement and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense of such Indemnitee unless (Ai) the employment of such counsel and the payment of Indemnitor has agreed in writing to pay such fees and expenses both shall have been specifically authorized by expenses, (ii) the Indemnitor in connection with has failed to assume the defense thereof and engage legal counsel within a reasonable period of such actiontime after being given the notice required above, suit or proceeding or (Biii) the Indemnitee shall have reasonably concluded been advised by its legal counsel that representation of such Indemnitee and specifically notified other parties by the Indemnitor same legal counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same legal counsel has been proposed) due to actual or potential conflicts of interests between them. It is understood, however, that there may be specific defenses available to it which are different from or additional to those available to the extent more than one Indemnitee is entitled to engage separate legal counsel at the Indemnitor. ’s expense pursuant to clause (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys at any time for all such Indemnitees having the same or substantially similar claims against the Indemnitor, unless but only to the extent made necessary by such different the Indemnitees have actual or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultationpotential conflicting interests with each other. (ivc) The Indemnitee Indemnitor shall not be kept fully informed by the Indemnitor liable for any settlement of any action effected without its written consent, but if settled with such actionwritten consent, suit or proceeding at all stages thereof, whether or not it if there is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to a final judgment against the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies agrees to indemnify and hold harmless the Indemnitee for all lossesto the extent provided above from and against any loss, there is no finding claim, damage, liability or admission expense by reason of violation of law by, such settlement or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteejudgment.

Indemnification Procedures. (a) The If, after the Closing, any Taxing Authority informs Purchaser or any of the Companies of a proposed audit, assessment, dispute or other circumstance relating to any Tax for which Sellers are liable due to any tax consolidation scheme (including the Organschaft with Bakelite) or with respect to which Sellers may incur any liability under this Agreement, Purchaser shall notify Sellers of such matter. Purchaser’s notice shall be given within 20 Business Days after Purchaser or the relevant Company has received the relevant information from the Taxing Authority, or at any earlier date if required to enable Sellers to participate in any Tax audit or to review the relevant Tax assessment within the applicable period available for an appeal or other legal remedy. If Purchaser has reason to believe that a payment is to be made by Sellers pursuant to Section 9.6, such notice shall include a reasonably detailed description of the relevant facts, issues and amounts. (b) Purchaser agrees, and shall cause the relevant Company, (i) to give Sellers the opportunity to participate in any audits, disputes, administrative, judicial or other proceedings related to any Pre-Effective Date Tax, (ii) upon Sellers’ request and at Sellers’ expense, to challenge and litigate any Tax assessment or other decision of any Taxing Authority related to such Pre-Effective Date Tax and (iii) to comply, at Sellers’ expense and to the extent that any actions as instructed by Sellers are legally permissible, with any reasonable written instructions given by Sellers in relation to the conduct of the proceedings referred in (i) and (ii) above. Any non-written instruction by Sellers shall be deemed to be a written instruction for the purpose of this Section 9.7, if the instruction is contained in any written protocol of the relevant meeting, conference or other conversation and such protocol has been made available to, or prepared by, Purchaser, Bakelite or their relevant representative (as set forth above). Any such instruction shall be given reasonably in advance to the management board or managing directors (as the case may be) of Bakelite or to any representative appointed by them in writing. Seller’s rights and obligations of each party claiming a under this paragraph (b) shall include, without limitation, the right to indemnification hereunder determine in a reasonable manner whether or not any Company will participate in any Tax amnesty with respect to any Pre-Effective Date Tax. In all other respects, Sections 8.6 (“Indemnitee”b) through (c) shall apply to the defense against any assessments or proceedings related to any Pre-Effective Date Tax. Sellers may appoint, by written notice to Purchaser, a representative acting on behalf of Sellers for the purpose of this Section 9.7 (b). (c) If and to the extent a Tax assessment, being appealable and deviating from a Tax Return or tax charge agreed or deemed to be agreed by Sellers, becomes binding and non-appealable and Purchaser has failed to provide the opportunity to Sellers to challenge or litigate the respective tax assessments, (i) Sellers shall no longer be liable under Section 9.6 with respect to the binding and non-appealable assessed Tax, and (ii) Purchaser shall indemnify Sellers from the other party relevant Pre-Effective Date Tax imposed by any Taxing Authority on any Seller (“Indemnitor”or any parent company of any Seller) as a result of the binding and non-appealable assessment or proceeding except if and to the extent that Purchaser proves that Purchaser’s failure did neither result in nor increase Sellers’ indemnification obligation hereunder or Tax burden under the Tax integration (as the case may be). If Purchaser fails to comply with any of its obligations set forth in this Section 9.7, Sellers shall no longer be liable under Section 9.6 with respect to the relevant Tax, and with respect to Taxes payable by the Sellers under the Tax integration with Bakelite, Purchaser shall indemnify Sellers from any Pre-Effective Date Taxes imposed by any Taxing Authority on any Seller (or any parent company of any Seller) as a result of the assessment or proceeding to which the respective obligation of Purchaser relates, if and to the extent that Purchaser’s failure has resulted in or increased Sellers’ indemnification obligation hereunder or Tax burden under the Tax integration (as the case may be). The burden of proof as to whether Purchaser’s failure as referred to in the preceding sentence caused such effects shall be governed by applicable law (including any rules, if any, facilitating any such proof – Beweiserleichterungen - available to Sellers). If no such proof can be made, there shall be a rebuttable presumption (widerlegbare Vermutung) that a portion of 10% of the following rules: Taxes which were the subject of the relevant assessment or proceeding resulted from Purchaser’s failure if Purchaser’s failure consisted in any of the following: (i) The Indemnitee any acknowledgement towards (other than with respect to actual facts, if the disclosure of such facts is compelled by any applicable Tax law or by any Taxing Authority), or settlement with, a Taxing Authority (provided, for the avoidance of doubt, that the first sentence of this paragraph (c) shall give prompt written notice to the Indemnitor of apply if such acknowledgement or settlement results in any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained hereintax assessment becoming final and non-appealable), stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect material failure to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection comply with any such claimwritten instruction (as set forth in paragraph (b) above) given by Sellers in accordance with Section 9.7 (b) or (iii) the failure, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days despite a prior written notice reasonable request made by Sellers, to the Indemnitor. The Indemnitee shall have the right grant them access to employ its own counsel in any such casedocuments, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor directors or employees relevant in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit assessment or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations of each party claiming a right to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to will notify the Indemnitor of any state of facts which Indemnitee determines will give rise to in writing within a claim by reasonable time after the Indemnitee against is formally served with the originating process of an action, suit, or proceeding. The Indemnitor based on will not be excused of its obligations to indemnify, defend, and hold harmless the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, Indemnitee except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise that there is actual prejudice to the indemnification claimIndemnitor caused by the Indemnitee’s failure to comply with the foregoing. (iib) In Upon receiving the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause subsection (B) of the second sentence of subparagraph (iia) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on will provide a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available prompt response to the Indemnitee and its attorneys and accountants all books and records of if the Indemnitor relating does not provide such response then the Indemnitee may take whatever actions it deems necessary to such proceedings defend or litigationsettle the action, suit, or proceeding without prejudice to its rights to require the Indemnitor to meet its obligations to indemnity, defend, and hold harmless the parties hereto agree Indemnitee with respect to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (vc) Provided that the Indemnitor is the only party indemnifying the Indemnitee for such action, suit, or proceeding, the Indemnitor will be permitted to employ counsel of its choice reasonably satisfactory to the Indemnitee and the Indemnitor will have control over the defense and settlement of such action, suit, or proceeding. (d) The Indemnitor shall make no may not enter into a settlement of any claims which Indemnitor has undertaken in a manner that admits liability or is adverse to defend, the Indemnitee’s interests without the Indemnitee’s consent, unless which may not be unreasonably withheld. (e) Each Party, at their own expense, will provide the other Party reasonable information and assistance to settle or defend any action, suit or proceeding. (f) For the purposes of this Section 21.3 as it applies to Section 21.2, TI will be deemed to be the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may and TELUS Indemnified Parties will be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on deemed to be the Indemnitee.

Indemnification Procedures. A claim to which indemnification applies under Section 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (a) The rights and obligations of each party claiming a right to indemnification hereunder (collectively, the “Indemnitee”) from intends to claim indemnification under this Article 10, the Indemnitee shall notify the other party Party (the “Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor in writing promptly upon becoming aware of any state of facts which claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure or delay by an Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect not relieve the Indemnitor of its indemnification obligations of Indemnitor hereunder, obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure materially prejudices such Indemnitor’s ability successfully or delay to defend give notice). The Indemnitor shall have the matter giving rise right to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking assume and will prosecute control the defense of the claim under such indemnity agreements Indemnification Claim at its own expense with counsel selected by the Indemnitor and confirming that the claim is one with respect to which the Indemnitee does not reasonably object. If the Indemnitor is obligated to indemnify and that it will be able to pay does not assume the full amount defense of potential liability the Indemnification Claim as described in connection with any such claimthis Section 10.3, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall deem appropriate) may be defended by not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor. However, in the event and the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy settle or compromise the Indemnification Claim in any final judgment or settlement, manner that would impose any obligation on the Indemnitee may assume or otherwise have an adverse effect on the defense and dispose Indemnitee’s rights or interests, without the prior written consent of the claimIndemnitee, after 30 days prior written notice which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s reasonable expense and shall make available to the IndemnitorIndemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 8. The Furthermore, Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized paid for by the Indemnitor indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission a potential conflict of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteeinterest.

Indemnification Procedures. (a) The rights and obligations of each If a claim or demand for an Indemnifiable Loss is made against a Deluxe Indemnitee by any Person who is not a party claiming to the this Agreement (a right "Third Party Claim") as to which such Deluxe Indemnitee is entitled to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The pursuant Section 1 hereof, such Deluxe Indemnitee shall give prompt written eFunds notice to of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim receipt by the Deluxe Indemnitee against of such notice; provided, however, that the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give provide such notice shall affect the indemnification not release eFunds from any of its obligations of Indemnitor hereunder, under this Agreement except to the extent eFunds is materially prejudiced by such failure materially prejudices and shall not relieve eFunds from any other obligation or liability that it may have to any Deluxe Indemnitee otherwise than under this Agreement. If eFunds acknowledges in writing its obligations to indemnify the Deluxe Indemnitee hereunder against any Indemnifiable Losses that may result from such Indemnitor’s ability successfully Third Party Claim, then eFunds shall be entitled to defend assume and control the matter giving rise defense of such Third Party Claim at its expense and through counsel of its choice, subject to the indemnification claim. approval of the Deluxe Indemnitee (ii) which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Deluxe Indemnitee within 15 business days of the receipt of such notice from the Deluxe Indemnitee; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Deluxe Indemnitee for the same counsel to represent both the Deluxe Indemnitee and eFunds, then the Deluxe Indemnitee shall be entitled to retain its own counsel, in each jurisdiction for which the Deluxe Indemnitee determines counsel is required to participate in such defense, at the expense of eFunds. In the event eFunds exercises the right to undertake any actionsuch defense against any such Third Party Claim as provided above, suit the Deluxe Indemnitee shall cooperate with eFunds in such defense and make available to eFunds, at eFunds's expense, all witnesses, pertinent records, materials and information in the Deluxe Indemnitee's possession or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained hereinDeluxe Indemnitee`s control relating thereto as is reasonably required by eFunds, then upon the written acknowledgment by the Indemnitor within thirty days subject to reimbursement of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitorreasonable out-of-pocket expenses. HoweverSimilarly, in the event the Indemnitor Deluxe Indemnitee is, directly or indirectly, conducting the defense against any such Third Party Claim, eFunds shall cooperate with the Deluxe Indemnitee in such defense and make available to the Deluxe Indemnitee all such witnesses, records, materials and information in eFunds's possession or under eFunds's control relating thereto as is reasonably required by the Deluxe Indemnitee, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by eFunds without the prior written consent of the Deluxe Indemnitee (which shall not offer reasonable assurances as to its financial capacity to satisfy be unreasonably withheld or delayed) unless such settlement is solely for money and includes an unconditional release of each Deluxe Indemnitee from any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense all Indemnifiable Losses arising out of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such actionclaim, suit or proceeding on behalf of and would not otherwise adversely affect the Deluxe Indemnitee. If Indemnitor and No such Third Party Claim may be settled by the Deluxe Indemnitee canwithout the prior written consent of eFunds which shall not agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultationunreasonably withheld or delayed. (ivb) The Indemnitee All Persons who by their relationship to a party to this agreement (including, without limitation all Affiliates of such party and all officers, directors, employees and agents of such party and its Affiliates) are, or may become, entitled to indemnification hereunder shall, as a condition of their rights to indemnification hereunder, be deemed to have granted such party an irrevocable power of attorney, coupled with an interest, with respect to all matters for which any determination may be made, action may be taken or consent may be given or withheld under this Section 2, including, without limitation, any determination regarding selection of counsel and any consent regarding settlement, and any such determination, action or consent made, taken, given or withheld by such party shall be kept fully informed binding upon such Person as if made, taken, given or withheld by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingPerson personally. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) Whenever the Indemnitee has actual knowledge of the reasonable likelihood of the assertion of a Claim, the Indemnitee will notify the Indemnitors in writing of the Claim with reasonable promptness after the Indemnitee has such knowledge relating to such Claim. The rights notice will specify all material facts known to the Indemnitee that may give rise to such Claim and the monetary amount or an estimate of the monetary amount involved if the Indemnitee has knowledge of such amount or a reasonable basis for making such an estimate. The failure of the Indemnitee to notify the Indemnitors of a Claim will not relieve the Indemnitors of their indemnification obligations under this Agreement except, and only to the extent that, the Indemnitors did not otherwise learn of each party claiming the Claim and are materially injured as a right result of such failure. (b) The Indemnitors will, at their expense, undertake the defense of a Claim with attorneys of their own choosing reasonably satisfactory to indemnification hereunder (“the Indemnitee”) from . The Indemnitee may participate in such defense with counsel of his choosing at his expense or, in the other party (“Indemnitor”) shall be governed event that such counsel to the Indemnitee reasonably determines that there are defenses available to the Indemnitee that may not by available to the Indemnitors, at the expense of the Indemnitors. In the event that the Indemnitors do not undertake the defense of the Claim within a reasonable time after the Indemnitee has notified the Indemnitors of the Claim, or in the event that the Indemnitee in good faith determines that the defense of the Claim by the following rules: (i) The Indemnitors is inadequate or may conflict with the interests of the Indemnitee, the Indemnitee shall give prompt written may, at the expense of the Indemnitors and after giving notice to the Indemnitor Indemnitors of any state such action, undertake the defense of facts which the Claim. The Indemnitee determines will give rise to a claim by cooperate with the Indemnitee against Indemnitors, so long as the Indemnitor based on Indemnitors are conducting the indemnity agreements contained hereindefense of the Claim, stating in the nature and basis of said claims preparation for and the amount thereofprosecution of the defense of such Claim, including making available evidence within the control of the Indemnitee, in each case as reasonably needed for such defense and at cost, which cost, to the extent known. No failure to give such notice shall affect reasonably incurred, will be paid by the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claimIndemnitors. (iic) In the event defense of any actionClaim, suit the Indemnitors will not, except with the prior written consent of the Indemnitee, consent to entry of any judgment or proceeding is brought enter into any settlement that includes any injunctive or other non-monetary relief against the Indemnitee, or that does not include as an unconditional term thereof the giving by the person or persons asserting such Claim to such Indemnitee of a release from all liability with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment such Claim. (d) If requested by the Indemnitor Indemnitee, the Indemnitors will, to the fullest extent permitted by law as in effect on the date hereof or as amended from time to time hereafter to increase the scope of permitted indemnification, advance, within thirty three business days of such request, any and all costs and expenses (including attorneys’ and experts’ fees and costs) paid or incurred by the bringing of such actionIndemnitee in investigating, suit defending or proceeding that it is undertaking and will prosecute participating in the defense of any Claim in advance of the claim under final disposition of such indemnity agreements and confirming Claim, if the Indemnitors receive an undertaking by or on behalf of the Indemnitee to repay amounts so advanced if it is ultimately determined by final judicial decision from which there is no further right to appeal that the claim Indemnitee is one with respect not entitled to which be indemnified by the Indemnitor is obligated Indemnitors under this Agreement or otherwise. (e) Without limiting the generality or effect of the foregoing, the Indemnitors will, to the fullest extent permitted by law as in effect on the date hereof or as amended from time to time hereafter to increase the scope of permitted indemnification, indemnify the Indemnitee against and, if requested by the Indemnitee, will advance to the Indemnitee, within three business days of such request, any and that it will be able to pay all costs and expenses (including attorneys’ and experts’ fees and costs) paid or incurred by the full amount of potential liability Indemnitee in connection with any such claim, the action, suit Claim asserted or proceeding (including all proceedings on appeal or for review which counsel for brought by the Indemnitee shall deem appropriatefor (i) may be defended indemnification or advance payment of costs and expenses by any of the Indemnitors under this Agreement, any other agreement or any provisions of the Constitutive Documents now or hereafter in effect or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the IndemnitorIndemnitors. (iiif) In addition, in any event specified in clause (B) Pursuant to Section 6.2 of the second sentence By-Laws of subparagraph (ii) abovethe Company, the Indemnitor, procedures to the extent made necessary by such different or additional defenses, shall not have the right be followed with respect to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available providing indemnification to the Indemnitee and its attorneys and accountants all books and records under the terms of this Agreement set forth herein shall supercede the Indemnitor relating to procedures set forth in Article VI of such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingBy-Laws. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. A Party which intends to claim indemnification under Section 12.1 or 12.2 of this Agreement (a) The rights and obligations of each party claiming a right to indemnification hereunder (the “Indemnitee”) from will promptly notify the other party Party (the “Indemnitor”) shall be governed by in writing of any claim, lawsuit or other action in respect of which the following rules: (i) The Indemnitee shall give prompt or any of its directors, officers, employees, and Affiliates intend to claim such indemnification within a reasonable period of time after the assertion of such claim; provided, however, that the failure to provide written notice to of such claim within a reasonable period of time will not relieve the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification its obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated prejudiced by such failure to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitorprovide prompt notice. The Indemnitee shall Indemnitor will have the right to employ its own counsel in assume the complete control of the defense, compromise or settlement of any such case, but claim without the fees and expenses prior written consent of such counsel shall Indemnitee, which such consent will not be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such actionunreasonably withheld; provided, suit or proceeding or (B) the however, that Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not will have the right to direct withhold such consent in its sole discretion if such defense, compromise or settlement includes any admission of wrongdoing on the part of an Indemnitee, or limits the scope of any claims in or enforceability of any Patents owned by or licensed to the Indemnitee). The Indemnitor may at its own expense, employ legal counsel to defend the claim at issue. At any time after Indemnitor has assumed defense of such actiona claim, suit or proceeding the Indemnitor may exercise, on behalf of the Indemnitee. If Indemnitor , any rights which may mitigate the extent or amount of such claim; provided, however, the Indemnitee: (a) may, in its sole discretion and Indemnitee cannot agree on a mechanism at its own expense, employ legal counsel to separate represent it (in addition to the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed legal counsel employed by the Indemnitor) in any such matter, and in such event legal counsel selected by the Indemnitee will be required to confer and cooperate with such counsel of the Indemnitor in such defense, compromise or settlement for the purpose of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shallinforming and sharing information with the Indemnitor; (b) will, at the Indemnitor’s its own expense, make available to Indemnitor those employees, officers and directors or Indemnitee whose assistance, testimony or presence is necessary, useful or appropriate to assist the Indemnitee Indemnitor in evaluating and in defending any such claim; provided, however, that any such access will be conducted in such a manner as not to interfere unreasonably with the operations of the businesses of Indemnitee; and (c) will otherwise fully cooperate with the Indemnitor and its attorneys legal counsel in the investigation and accountants all books defense of such claim. The rights and records remedies provided pursuant to this Section 12 are the sole and exclusive remedies of the Indemnitor relating Parties hereto with respect to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingLosses. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations of each In connection with any indemnification provided for in this Section 6, the party claiming a right seeking indemnification (the "Indemnitee") will give the party from which indemnification is sought (the "Indemnitor") prompt notice whenever it comes to the Indemnitee's attention that the Indemnitee has suffered or incurred, or may suffer or incur, any Losses for which it is entitled to indemnification hereunder under this Section 6, and, when known, the facts constituting the basis for such claim (“Indemnitee”) from the other party (“Indemnitor”) shall be governed in reasonable detail). Failure by the following rules:Indemnitee to so notify the Indemnitor will not relieve the Indemnitor of any liability under this Agreement except to the extent that such failure prejudices the Indemnitor in any material respect. (ib) The After receipt of a notice pursuant to Section 6.3(a), the Indemnitor will be entitled, if it so elects, to take control of the defense and investigation with respect to such claim and to employ and engage attorneys reasonably satisfactory to the Indemnitee shall give prompt to handle and defend such claim, at the Indemnitor's cost, risk, and expense, upon written notice to the Indemnitee of such election, which notice acknowledges the Indemnitor's obligation to provide indemnification under this Agreement. The Indemnitor will not settle any third-party claim that is the subject of indemnification without the written consent of the Indemnitee, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnitor may settle a claim without the Indemnitee's consent if such settlement (i) makes no admission or acknowledgment of liability or culpability with respect to the Indemnitee, (ii) includes a complete release of the Indemnitee, and (iii) does not require the Indemnitee to make any payment not covered by indemnification by the Indemnitor hereunder or forego or take any action. The Indemnitee will cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial, and defense of any state lawsuit or action with respect to such claim and any appeal arising therefrom (including the filing in the Indemnitee's name of facts which appropriate cross claims and counterclaims). The Indemnitee determines will give rise to a claim may, at its own cost, participate in any investigation, trial, and defense of such lawsuit or action controlled by the Indemnitor and any appeal arising therefrom. If there are one or more legal defenses available to the Indemnitee against that conflict with those available to, or that are not available to, the Indemnitor, the Indemnitee will have the right, at the expense of the Indemnitor, to engage separate counsel reasonably acceptable to the Indemnitor based on and to participate in the indemnity agreements contained herein, stating defense of the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claimlawsuit or action. (iic) In If, after receipt of a notice pursuant to Section 6.3(a), the event Indemnitor does not undertake to defend any actionsuch claim, suit the Indemnitee may, but will have no obligation to, contest any lawsuit or proceeding is brought against action with respect to such claim, and the Indemnitor will be bound by the result obtained with respect thereto by the Indemnitee, . The Indemnitee may not settle any lawsuit or action with respect to which the Indemnitor may have liability under Indemnitee is entitled to indemnification hereunder without the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days consent of the bringing of such actionIndemnitor, suit which consent will not be unreasonably withheld, delayed, or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitorconditioned. (iiid) In addition, in At any event specified in clause (B) time after the commencement of the second sentence defense of subparagraph (ii) aboveany lawsuit or action, the Indemnitor, Indemnitor may request the Indemnitee to agree in writing to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense abandonment of such action, suit contest or proceeding on behalf of to the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed payment or compromise by the Indemnitor of such actionclaim, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The whereupon such action will be taken unless the Indemnitee determines that the contest should be continued and so notifies the Indemnitor shall, at in writing within 15 days of such request from the Indemnitor’s expense, make available . Any request from the Indemnitor that any contest be abandoned will specify the amount that the other party or parties to the Indemnitee and its attorneys and accountants all books and records contested claim have agreed to accept in payment or compromise of the claim. If the Indemnitee determines that the contest should be continued, the Indemnitor relating will be liable under this Agreement only to the extent of the lesser of (i) the amount that the other party or parties to the contested claim had agreed to accept in payment or compromise as of the time the Indemnitor made its request therefor to the Indemnitee, as specified in the Indemnitor's request, or (ii) the amount for which the Indemnitor may be liable with respect to such proceedings or litigation, and claim by reason of the parties hereto agree to render to each other such assistance as they may reasonably require provisions of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingthis Agreement. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations In case any claim, suit, action or proceeding (any “Action”) is made or commenced against either Seller or Purchaser in respect of each party claiming a right to which indemnification hereunder may be sought under Section 7.1 or 7.2 (the “Indemnitee”) from ), the Indemnitee shall promptly give the other party (the “Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to thereof provided that the Indemnitor shall not be relieved of any state of facts which Indemnitee determines will give rise its obligation to a claim by indemnify the Indemnitee against as a result of the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No Indemnitee’s failure to promptly give such notice shall affect the indemnification obligations of Indemnitor hereunderprompt notice, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of such Action is materially and irrevocably prejudiced by such failure. The Indemnitor shall be entitled to participate in (or, if the claim under such indemnity agreements and confirming that Indemnitee does not desire to defend, to conduct) the claim is one defense thereof with respect counsel reasonably acceptable to which the Indemnitee at the Indemnitor’s expense. The Indemnitor may (but need not) defend or participate in the defense of any Action, but the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for shall promptly notify the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event if the Indemnitor shall not offer reasonable assurances as desire to its financial capacity defend or participate in the defense of any such Action. If the Indemnitor fails to satisfy provide a defense of any final judgment or settlementsuch claim and the Indemnitee provides the defense, the Indemnitor shall be responsible for payment of the reasonable legal fees incurred by the Indemnitee may in connection with such participation. If, within fifteen (15) days of receipt of such notice the Indemnitor notifies the Indemnitee in writing of its intent to assume the defense and dispose of such Action, the claim, after 30 days prior written notice Indemnitor shall not be liable to the IndemnitorIndemnitee under this Section 7.3 for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. The Notwithstanding the foregoing, the Indemnitee shall have the right to employ engage its own counsel in any such caseif the Indemnitee elects to assume the defense of the Action, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (Ai) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized in writing by the Indemnitor, (ii) the Indemnitor in connection with shall not have employed counsel to take charge of the defense of such action, suit or proceeding or Action within thirty (B30) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available days after receiving electing to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct assume the defense of such action, suit Action or proceeding (iii) there is a reasonable basis on behalf which the Indemnitee’s interests may differ from those of the IndemniteeIndemnitor, in any of which events the Indemnitor will be responsible for the reasonable fees and expenses incurred by the Indemnitee in connection with defending such Action. If The Indemnitee shall notify the Indemnitor of its intention to settle or compromise any Action against the Indemnitee in respect of which payments may be sought by the Indemnitee hereunder (and Indemnitee cannot agree on a mechanism to separate in the defense of matters extending beyond which the scope Indemnitor has not previously elected to participate), and the Indemnitee may settle or compromise any such Action unless the Indemnitor notifies the Indemnitee in writing (within ten (10) Business Days after the Indemnitee has given the Indemnitor written notice of indemnificationits intention to settle or compromise) that the Indemnitor intends to conduct the defense of such Action. Any such settlement or compromise of, such matters or any final judgment or decree entered into or in, any Action which the Indemnitee defended or participated in the defense in accordance herewith shall be defended on deemed to have been consented to by, and shall be binding upon, the basis Indemnitor as fully as if the Indemnitor had assumed the defense thereof and a final judgment or decree had been entered in or with regard to such Action by a court of joint consultationcompetent jurisdiction for the amount of such settlement, compromise, judgment or decree. In the event that the Indemnitor reimburses the Indemnitee for any third party claim, the Indemnitee shall promptly remit to the Indemnitor any reimbursement the Indemnitee subsequently received for such third party claim. (ivb) The Without limiting their respective rights and obligations as set forth elsewhere in this Article 7, and subject to the procedures for indemnification claims set forth in this Article 7, Seller or Purchaser as an Indemnitee, as the case may be, will act in good faith, will use commercially reasonable efforts to mitigate any losses, will use similar discretion in the use of personnel and the incurring of expenses as the Indemnitee shall be kept fully informed by would use if they were engaged and acting entirely at their own cost and for their own account, will render to the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they Indemnitor may reasonably require of each other in order to ensure the proper insure prompt and adequate defense of any such actionAction, suit and will consult regularly with the Indemnitor regarding the conduct of any proceedings or proceedingthe taking of any action for which indemnification may be sought. (vc) The Indemnitor shall make no settlement In calculating the amount of any claims which Indemnitor has undertaken Losses of any Indemnitee under this Article 7, there will be subtracted the amount of any third-party payments (including insurance payments) actually received by the Indemnitee with respect to defendsuch Losses; provided, without Indemnitee’s consent, unless however that nothing herein shall limit such third party's rights to pursue recovery against the Indemnitor fully indemnifies for any such payments made by such third party. In the event that the Indemnitor reimburses the Indemnitee for all losses, there is no finding or admission any Losses prior to the occurrence of violation of law by, or effect on any other claims that may be made againstthe events contemplated above, the Indemnitee will remit to the Indemnitor any such amounts that the Indemnitee subsequently receives in reimbursement of such Losses (not to exceed the amount previously reimbursed in respect thereof). (d) After the Closing Date, except for those matters expressly addressed in Article 3, this Article 7 will constitute Purchaser’s and Seller’s exclusive remedy for any of the relief granted matters set forth in this Agreement or with respect to any document or instrument delivered in connection therewith requires no action on herewith; provided, however, that nothing contained herein shall prevent an Indemnitee from pursuing remedies as may be available to such party under applicable law in the part event of and has no effect on the Indemniteean Indemnitor’s failure to comply with its indemnification obligations hereunder.

Indemnification Procedures. (a) The rights and obligations of each party claiming a right to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event of any actionclaim under Sections 12.1 or 12.2 hereof, suit or proceeding is brought against the Indemnitee, with respect PARTY claiming the right to which indemnity (the Indemnitor may have liability under "CLAIMANT") shall promptly notify the indemnity agreements contained herein, then upon indemnifying PARTY (the written acknowledgment by the Indemnitor within thirty days of the bringing "INDEMNITOR") in writing of such actionclaim. The notice shall describe such claim in reasonable detail. (b) INDEMNITOR shall have twenty (20) days after receipt of such notice to decide whether it will undertake, suit conduct and control, through counsel of its own choosing and at its own expense, the settlement or proceeding that it is undertaking and will prosecute the defense of the claim under tendered claim; provided, however, that CLAIMANT shall have the right to consent to such indemnity agreements and confirming that the claim is one with respect to counsel, which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor consent shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment be unreasonably conditioned, withheld or settlementdelayed. Notwithstanding anything in this AGREEMENT, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee CLAIMANT shall have the right to employ its own counsel at its own expense if CLAIMANT deems such action necessary or advisable to fully protect its interests. (c) INDEMNITOR shall not settle or compromise any action, or consent to the entry of any judgment in any such casetendered claim, but without the fees written consent of CLAIMANT, which shall not be unreasonably conditioned, withheld or delayed. INDEMNITOR's obligation to defend and expenses of such counsel indemnify CLAIMANT shall be at survive any settlement, compromise or judgment that does not include as an unconditional term thereof the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized delivery by the Indemnitor underlying claimant or plaintiff to CLAIMANT of a duly executed written release of CLAIMANT from all liability in connection with the defense of respect to such action, suit or proceeding or (B) the Indemnitee which release shall have be reasonably concluded satisfactory in form and specifically notified the Indemnitor that there may be specific defenses available substance to it which are different from or additional to those available to the IndemnitorCLAIMANT's counsel. (iiid) In addition, the event INDEMNITOR does not notify CLAIMANT in any event specified in clause writing within twenty (B20) days after receipt of notice of the second sentence of subparagraph (ii) abovetendered claim it elects to undertake its defense, the Indemnitor, to the extent made necessary by such different or additional defenses, CLAIMANT shall not have the right to direct contest, settle or compromise such claim, but shall not thereby waive any right to indemnity from INDEMNITOR for such claim. (e) CLAIMANT and INDEMNITOR shall cooperate fully in the defense of such actionany claim for which indemnity is sought pursuant to this AGREEMENT, suit or proceeding on behalf of the Indemniteeincluding providing each other with reasonable access to their employees during regular business hours (including as witnesses) and other reasonably necessary information. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters CLAIMANT shall be defended on the basis of joint consultationreimbursed for any out-of-pocket expenses resulting from such cooperation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights 8.6.1 Following the Closing Date, the Purchaser shall without undue delay notify the Seller of any Tax audit or administrative or judicial proceeding that is announced or commenced and obligations of each party claiming that might constitute a right basis for indemnification by the Seller pursuant to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) this Section 8. Such notice shall be governed by the following rules: (i) The Indemnitee in writing and shall give prompt written notice to the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, contain full factual information to the extent knownreasonably describing the object of the Tax audit or the asserted Tax liability in reasonable detail and shall include copies of any relevant notice or other document received from any Taxing Authority in respect of any such Tax audit or asserted Tax liability. No failure The Purchaser shall further procure that the Group Companies allow the Seller to give fully participate in such Tax audit. If the Seller is not given prompt notice as required before, the Seller shall affect not have any obligation to indemnify the indemnification obligations Purchaser for any damages arising out of Indemnitor hereunder, except such asserted Tax liability if and to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to that the indemnification claimhave been directly or indirectly caused by the non-compliance of the Purchaser. (ii) In the event 8.6.2 The Seller may elect to direct on its own or through counsel of its choice and at its expense, any actionaudit, suit claim for refund and administrative or judicial proceeding is brought against the Indemnitee, involving any asserted Tax liability with respect to which indemnity may be sought under this Section 8 (any such audit, claim for refund or proceeding relating to an asserted Tax liability is hereinafter referred to as a “Tax Contest”). If the Indemnitor may have liability under the indemnity agreements contained hereinSeller elects to direct a Tax Contest, then upon the written acknowledgment by the Indemnitor Seller shall within thirty (30) business days of receipt of the bringing Purchaser’s notice pursuant to Section8.6.1 above, notify the Purchaser of the intent to do so, and the Purchaser shall cooperate and cause the Group Companies or their respective successors to cooperate, at the Seller’s expense in each phase of such actionTax Contest. In any event, suit or proceeding that it is undertaking the Seller may participate, at its own expense, in any Tax Contest. If the Seller chooses to direct the Tax Contest, the Purchaser shall promptly authorize, and will prosecute shall cause the defense Group Companies to authorize, (by power-of-attorney and such other documentation as may be necessary and appropriate) the designated representative of the claim under such indemnity agreements and confirming that Seller to represent the claim is one with respect to Purchaser and/or the Group Companies or their successors in the Tax Contest insofar as the Tax Contest involves an asserted Tax liability for which the Indemnitor is obligated to indemnify and that it will Seller would be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitorliable under this Section 8. The Indemnitee shall have Purchaser retains the right to employ appoint on its own cost a counsel which participates in any such case, but Tax Contest and retains full and unlimited access to all documents and information relevant for the fees and expenses of such counsel shall be at Tax Contest. The Purchaser will not unreasonably withhold its consent in case the Indemnitee’s own expense unless (A) Seller plans to settle or compromise a Tax claim. The Seller will not unreasonably withhold its consent in case the employment of such counsel Seller has not initiated a Tax Contest and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit Purchaser or proceeding a Group Company plans to settle or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitorcompromises a Tax claim. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The For purposes of pursuing his rights and obligations of each party claiming a right to indemnification hereunder under Section 1 (“Indemnitee”other than the second sentence of Section 1(d) from the other party (“Indemnitor”) hereof, which shall be governed by Section 4(b) hereof) or Section 2 hereof, as the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained hereincase may be, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by required to submit to the Indemnitor. However, Board a sworn statement of request for indemnification substantially in the event form of Exhibit 1 hereto (the Indemnitor “Indemnification Statement”) averring that he is entitled to indemnification hereunder. Submission of an Indemnification Statement to the Board shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, create a presumption that the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice is entitled to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless indemnification under Section 1 (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of other than the second sentence of subparagraph (iiSection 1(d) abovehereof, which shall be governed by Section 4(b) hereof) or Section 2 hereof, as the case may be, and, except as set forth below, the IndemnitorBoard shall within 30 calendar days after submission of the Indemnification Statement specifically determine that the Indemnitee is so entitled, unless within such 30-calendar day period it shall determine by Board action, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption) that the Indemnitee is not entitled to indemnification under Sections 1 or 2 hereof. The Company shall notify the Indemnitee promptly in writing following such determination. Any evidence rebutting the Indemnitee’s presumption, to which the extent made necessary by such different or additional defensesBoard gave weight in arriving at its determination, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available disclosed to the Indemnitee and its attorneys and accountants all books and records with particularity in such written notice. Notwithstanding anything to the contrary contained in the three preceding sentences, if the Board determines that it cannot act on the request for indemnification submitted by the Indemnitee because a determination of entitlement can not be made in the manner required by Section 1(c) hereof, the Board will act promptly to retain independent legal counsel or convene a meeting of the Indemnitor relating Stockholders to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action act on the part of and has no effect on the Indemniteerequest.

Indemnification Procedures. A party seeking indemnification (a) The rights and obligations of each party claiming a right to indemnification hereunder (the “Indemnitee”) from the other party (“Indemnitor”) shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be governed by the following rules: (i) sought under this Agreement. The Indemnitee shall give prompt written notice (a “Notice”) to the Indemnitor party from whom indemnification is sought (the “Indemnitor”) of any state of facts which Indemnitee determines will event that could give rise to an indemnification claim under this Agreement, including the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by any Governmental Authority with respect to Taxes (a claim by “Claim”). No such Notice of a Claim shall satisfy the Indemnitee against requirements of this Section 11.6 unless it describes in reasonable detail and in good faith the Indemnitor based on facts and circumstances of the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereofClaim, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the known by Indemnitee, with and Indemnitee provides copies of any notice or other document received in respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the IndemnitorClaim. The Indemnitee shall have twenty (20) calendar days from the right receipt of the Notice to employ decide whether to defend such Claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of provisional relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its own expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) control the defense of such Claim, using counsel in selected by the insurance company insuring against any such caseClaim and undertaking to defend such Claim, but the fees or by other counsel selected by it and expenses of such counsel shall be at approved by the Indemnitee’s own expense unless (A) , which approval shall not be unreasonably withheld, delayed or conditioned. The Indemnitor shall keep the employment Indemnitee fully apprised at all times of such counsel the status of the defense and shall consult with the payment Indemnitee prior to the settlement of such fees and expenses both shall have been specifically authorized by any indemnified matter. The Indemnitee agrees to use reasonable efforts to cooperate with the Indemnitor in connection with the its defense of such actionany Claims. In the event the Indemnitee has a claim or claims against any third party arising out of or connected with an indemnified matter, suit or proceeding or (B) then upon receipt of indemnification, the Indemnitee shall have reasonably concluded and specifically notified fully assign to the Indemnitor that there may be specific defenses available to it which are different from the entire claim or additional to those available claims to the Indemnitor. (iii) In addition, in any event specified in clause (B) extent of the second sentence of subparagraph (ii) above, indemnification actually paid by the Indemnitor, and the Indemnitor shall thereupon be subrogated with respect to the extent made necessary by such different claim or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf claims of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights If any action shall be brought against Lender based upon any matter arising out of the Guaranteed Obligations or this Guaranty, Guarantor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless Lender from and against any and all actual losses, damages, costs, fees, expenses, claims, suits, judgments, awards, liabilities (including, but not limited to, strict liabilities), and obligations imposed upon, incurred by or asserted against Lender in connection therewith. Lender shall notify Guarantor in writing of each party claiming a right any of the matters for which L▇▇▇▇▇ is indemnified hereunder and Guarantor shall promptly assume the defense thereof, including, without limitation, the employment of counsel reasonably acceptable to indemnification hereunder Lender and the negotiation of any settlement (“Indemnitee”) from the other party (“Indemnitor”) which settlement, however, shall be governed subject to Section 1.11(b) below); provided, however, that any failure of Lender to notify Guarantor of such matter shall not impair or reduce the obligations of Guarantor hereunder. If the defendants in any such action include both Lender and Guarantor and Lender shall have reasonably concluded that there are any legal defenses available to it that are different from or in addition to those available to Guarantor, then Lender shall have the right, at the expense of Guarantor (which expense shall be included in the Guaranteed Obligations), to employ separate counsel in any such action and to participate in the defense thereof. In the event Guarantor shall fail to discharge or undertake to defend Lender against any claim, loss or liability for which L▇▇▇▇▇ is indemnified hereunder, Lender may, at its sole option and election, defend or settle such claim, loss or liability. The liability of Guarantor to Lender hereunder shall be conclusively established by such settlement, provided such settlement is made in good faith, the following rules:amount of such liability to include both the settlement consideration and the costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred by Lender in effecting such settlement. In such event, such settlement consideration and out-of-pocket costs and expenses shall be included in the Guaranteed Obligations and Guarantor shall pay the same as hereinafter provided. L▇▇▇▇▇’s good faith in any such settlement shall be conclusively established if the settlement is made on the advice of independent legal counsel for Lender. (b) If any action shall be brought against Lender based upon any of the matters for which L▇▇▇▇▇ is indemnified hereunder, Guarantor shall not, without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed so long as no Event of Default is then continuing: (i) The Indemnitee shall give prompt written notice to the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event settle or compromise any action, suit suit, proceeding or proceeding is brought against claim or consent to the Indemnitee, with respect to which entry of any judgment that does not include as an unconditional term thereof the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment delivery by the Indemnitor within thirty days claimant or plaintiff to Lender of the bringing a full and complete written release of Lender (in form, scope and substance reasonably satisfactory to Lender in its sole discretion) from all liability in respect of such action, suit suit, proceeding or claim and a dismissal with prejudice of such action, suit, proceeding or claim; or (ii) settle or compromise any action, suit, proceeding or claim in any manner that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able may adversely affect Lender or obligate Lender to pay the full amount of potential liability any sum or perform any obligation as determined by Lender in connection with any such claim, the action, suit or proceeding its sole but reasonable discretion. (including all proceedings on appeal or for review which counsel for the Indemnitee c) All Guaranteed Obligations shall deem appropriate) may be defended by the Indemnitor. Howeverimmediately reimbursable to Lender when and as incurred and, in the event of any litigation, claim or other proceeding, without any requirement of waiting for the Indemnitor ultimate outcome of such litigation, claim or other proceeding, and Guarantor shall not offer reasonable assurances as pay to its financial capacity to satisfy Lender any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, all Guaranteed Obligations within ten (10) Business Days after 30 days prior written notice from Lender itemizing the amounts thereof incurred to the Indemnitor. The Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses date of such counsel notice. In addition to any other remedy available to Lender, such Guaranteed Obligations, if not paid within said ten (10) Business Day period, shall be bear interest at the Indemnitee’s own expense unless (A) Default Rate from the employment of such counsel and date incurred until the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitordate paid. (iiid) In additionNotwithstanding anything to the contrary herein or in the Loan Documents, in no event shall Guarantor be liable to Lender for any event specified in clause (B) of the second sentence of subparagraph (ii) abovespecial, the Indemnitor, to the extent made necessary by such different punitive or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense consequential damages of any kind of nature unless such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law damages are actually incurred by, or effect on any other claims that may be made asserted against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the IndemniteeLender to a third party.

Indemnification Procedures. (a) The rights and obligations Promptly after receipt by an Indemnitee of each party claiming notice of the commencement of any action that may result in a right claim for indemnification pursuant to Section 22, the Indemnitee will notify the Indemnitor in writing within 30 days thereafter; provided, however, that any omission to so notify the Indemnitor will not relieve it of any liability for indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice as to the Indemnitor of any state of facts particular item for which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, may then be sought (except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim failure to give notice is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice materially prejudicial to the Indemnitor) nor from any other liability that it may have to any Indemnitee. The Indemnitee shall Indemnitor will have the right to employ its own assume sole and exclusive control of the defense of any claim for indemnification pursuant to Section 22, including the choice and direction of any legal counsel. (b) An Indemnitee will have the right to engage separate legal counsel in any such caseaction as to which indemnification may be sought under any provision of this Agreement and to participate in the defense thereof, but the fees and expenses of such counsel shall will be at the Indemnitee’s own expense of such Indemnitee unless (Ai) the employment of such counsel and the payment of Indemnitor has agreed in writing to pay such fees and expenses both shall have been specifically authorized by expenses, (ii) the Indemnitor in connection with has failed to assume the defense thereof and engage legal counsel within a reasonable period of such actiontime after being given the notice required above, suit or proceeding or (Biii) the Indemnitee shall have reasonably concluded is advised by its legal counsel that representation of such Indemnitee and specifically notified other parties by the Indemnitor same legal counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same legal counsel has been proposed) due to actual or potential conflicts of interests between them. It is understood, however, that there may be specific defenses available to it which are different from or additional to those available to the extent more than one Indemnitee is entitled to engage separate legal counsel at the Indemnitor. ’s expense pursuant to clause (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor will, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys at any time for all such Indemnitees having actual or potential conflicting interests with the Indemnitor, unless but only to the extent made necessary by such different the Indemnitees have actual or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultationpotential conflicting interests with each other. (ivc) The Indemnitee shall Indemnitor will not be kept fully informed by the Indemnitor liable for any settlement of any action effected without its written consent, but if settled with such actionwritten consent, suit or proceeding at all stages thereof, whether or not it if there is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to a final judgment against the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit the Indemnitor agrees to indemnify and hold harmless the Indemnitee to the extent provided above from and against any loss, claim, damage, liability or proceedingexpense by reason of such settlement or judgment. (vd) The Indemnitor shall make no settlement provisions of Sections 22 and 23 will survive any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding expiration or admission termination of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteethis Agreement.

Indemnification Procedures. (a) The rights and obligations Promptly after receipt by an Indemnitee of each party claiming notice of the commencement of any action that may result in a right claim for indemnification pursuant to this Article 5, the Indemnitee shall notify the Indemnitor in writing within 30 days thereafter; provided, however, that any omission to so notify the Indemnitor will not relieve it of any liability for indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice as to the Indemnitor of any state of facts particular item for which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, may then be sought (except to the extent such that the failure to give notice shall have been materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise prejudicial to the Indemnitor) nor from any other liability that it may have to any Indemnitee. The Indemnitor shall have the right to assume sole and exclusive control of the defense of any claim for indemnification claimpursuant to this Article 5, including the choice and direction of any legal counsel. (iib) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The An Indemnitee shall have the right to employ its own engage separate legal counsel in any such caseaction as to which indemnification may be sought under any provision of this Agreement and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense of such Indemnitee unless (Ai) the employment of such counsel and the payment of Indemnitor has agreed in writing to pay such fees and expenses both shall have been specifically authorized by expenses, (ii) the Indemnitor in connection with has failed to assume the defense thereof and engage legal counsel within a reasonable period of such actiontime after being given the notice required above, suit or proceeding or (Biii) the Indemnitee shall have reasonably concluded been advised by its legal counsel that representation of such Indemnitee and specifically notified other parties by the Indemnitor same legal counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same legal counsel has been proposed) due to actual or potential conflicts of interests between them. It is understood, however, that there may be specific defenses available to it which are different from or additional to those available to the extent more than one Indemnitee is entitled to engage separate legal counsel at the Indemnitor. ’s expense pursuant to clause (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys at any time for all such Indemnitees having the same or substantially similar claims against the Indemnitor, unless but only to the extent made necessary by such different the Indemnitees have actual or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultationpotential conflicting interests with each other. (ivc) The Indemnitee Indemnitor shall not be kept fully informed by the Indemnitor liable for any settlement of any action effected without its written consent, but if settled with such actionwritten consent, suit or proceeding at all stages thereof, whether or not it if there is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to a final judgment against the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies agrees to indemnify and hold harmless the Indemnitee for all lossesto the extent provided above from and against any loss, there is no finding claim, damage, liability or admission expense by reason of violation of law by, such settlement or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteejudgment.

Indemnification Procedures. (a) The rights and obligations of each party claiming a right to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) If any action shall be governed brought against the Purchaser based upon any of the Recourse Obligations, the Purchaser shall notify Indemnitor in writing thereof and Indemnitor shall promptly assume the defense thereof, including, without limitation, the employment of counsel by the following rules: (i) The Indemnitee shall give prompt written notice Indemnitor which is reasonably acceptable to the Purchaser and the negotiation of any settlement; provided, however, that any failure of the Purchaser to notify Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by such matter shall not impair or reduce the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder. The Purchaser shall have the right, except at the Purchaser’s expense, to employ separate counsel in any such action and to participate in the extent such failure materially prejudices such Indemnitor’s ability successfully defense thereof. In the event Indemnitor shall fail to discharge or undertake to defend the matter giving rise Purchaser against any claim, loss or liability for which the Purchaser is indemnified hereunder, the Purchaser may, at its sole option and election, defend or settle such claim, loss or liability, at Indemnitor’s expense. The liability of Indemnitor to the indemnification claimPurchaser hereunder shall be conclusively established by such settlement, provided such settlement is made in good faith, the amount of such liability to include both the settlement consideration and the costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred by the Purchaser in effecting such settlement. In such event, such settlement consideration, costs and expenses shall be included in Costs and Indemnitor shall pay the same as hereinafter provided. The Purchaser’s good faith in any such settlement shall be conclusively established if the settlement is made on the advice of independent legal counsel for the Purchaser. (iib) In Indemnitor shall not, without the event prior written consent of the Purchaser: (i) settle or compromise any action, suit suit, proceeding or proceeding is brought against claim involving the Indemnitee, with respect Purchaser or consent to which the Indemnitor may have liability under entry of any judgment involving the indemnity agreements contained herein, then upon Purchaser that does not include as an unconditional term thereof the written acknowledgment delivery by the Indemnitor within thirty days claimant or plaintiff to the Purchaser of a full, complete and unconditional written release of the bringing Purchaser (in form satisfactory to the Purchaser in its sole discretion) from all liability in respect of such action, suit suit, proceeding or claim and a dismissal with prejudice of such action, suit, proceeding or claim; or (ii) settle or compromise any action, suit, proceeding or claim in any manner that it is undertaking and will prosecute may adversely affect the defense of Purchaser or obligate the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able Purchaser to pay any sum or perform any obligation. (c) All Costs shall be immediately reimbursable to the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. HoweverPurchaser when and as incurred and, in the event of any litigation, claim or other proceeding, without any requirement of waiting for the ultimate outcome of such litigation, claim or other proceeding, and Indemnitor shall pay to the Purchaser any and all Costs within thirty (30) days after written notice from the Purchaser itemizing and providing documentation to support the amounts thereof incurred to the date of such notice. In addition to any other remedy available for the failure of Indemnitor to periodically pay such Costs, such Costs, if not offer reasonable assurances paid within said thirty-day period, shall bear interest at the Default Rate (as defined in the Note) if, and to its financial capacity to satisfy any final judgment or settlementthe extent and from the date that, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and Purchaser has paid or has caused the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the IndemnitorCosts. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. The following procedures will apply with respect to indemnification for Claims arising in connection with this License Agreement: (a) The rights Promptly after receipt by Dell of written notice of the assertion or the commencement of any Claim, whether by legal process or otherwise, with respect to any matter within the scope of this SECTION 7, Dell will give written notice thereof to GlassHouse and obligations will thereafter keep GlassHouse reasonably informed with respect thereto; provided, however, that the failure of each party claiming a right Dell to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give GlassHouse such prompt written notice to the Indemnitor will not relieve GlassHouse of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification its obligations of Indemnitor hereunder, hereunder except to the extent such failure materially prejudices results in prejudice to GlassHouse’s defense of such Indemnitor’s ability successfully Claim. Within thirty (30) days following receipt of written notice from Dell relating to defend any Claim, but no later than ten (10) days before the matter giving rise date on which any response to a complaint or summons is due, GlassHouse will notify Dell in writing that GlassHouse will assume control of the indemnification claimdefense and settlement of such Claim (the “Notice”). (iib) In If GlassHouse delivers the event Notice relating to any actionClaim within the required notice period, suit or proceeding is brought against GlassHouse will be entitled to have sole control over the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing defense and settlement of such actionClaim; provided, suit or proceeding however, that it is undertaking and Dell will prosecute be entitled to participate in the defense of the claim under such indemnity agreements Claim and confirming that the claim is one with respect to which the Indemnitor is obligated employ legal advisers at its own expense to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, assist in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses handling of such counsel shall Claim. After GlassHouse has delivered a Notice relating to any Claim in accordance with the preceding paragraph, GlassHouse will not be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and liable for any legal expenses both shall have been specifically authorized subsequently incurred by the Indemnitor any Dell Released Party in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the IndemnitorClaim. (iiic) In addition, in any event specified in clause (B) of If GlassHouse fails to assume the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such actionClaim within the prescribed period of time, suit then Dell may assume the defense of any such Claim, the reasonable costs and expenses of which shall be deemed to be Damages. GlassHouse will not be responsible for any settlement or proceedingcompromise made without its consent, unless Dell has tendered notice and GlassHouse has then failed to provide Notice and it is later determined that GlassHouse was liable to assume and defend the Claim. (vd) The Indemnitor shall make no settlement Dell will provide reasonable assistance to GlassHouse (at GlassHouse’s expense), including reasonable assistance from Dell’s employees, agents, independent contractors and Affiliates, as applicable. Notwithstanding any provision of this Section 7.2 to the contrary, GlassHouse will not consent to the entry of any claims judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting Dell without the prior written consent of Dell, which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding consent will not be unreasonably withheld or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteedelayed.

Indemnification Procedures. (a) The rights and obligations of each party claiming a right to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) If any action shall be governed brought against any Beneficiary based upon any of the matters for which such Beneficiary is indemnified hereunder, such Beneficiary shall notify Indemnitor in writing thereof, which notice shall include a copy of all pleadings and summons in the possession of such Beneficiary relating to such action and shall specifically state that indemnification for such action is being sought under this Agreement, and Indemnitor shall promptly assume the defense thereof, including, without limitation, the employment of counsel selected by the following rules: (i) The Indemnitee shall give prompt written notice Indemnitor and acceptable to the applicable Beneficiary or Beneficiaries and the negotiation of any settlement; provided, however, that any failure of such Beneficiary to notify Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by such matter shall not impair or reduce the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder. The Beneficiaries shall reasonably cooperate with Indemnitor, except to the extent such failure materially prejudices such at Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any actionsole cost and expense, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense or settlement of any such claim or action in accordance with the terms of this Agreement. If (i) any Beneficiary determines, based on the advice of counsel, that the conduct of its defense by Indemnitor would present a conflict of interest or otherwise be materially prejudicial to its interests, (ii) Indemnitor refuses to defend or (iii) Indemnitor shall have failed, in any Beneficiary’s judgment, to defend the action in good faith, then the Beneficiaries shall have the right, at the expense of Indemnitor (which expense shall be included in Costs), to employ separate counsel in any such action and to participate in the defense thereof. In the event Indemnitor shall fail to undertake to defend the Beneficiaries against any claim, loss or liability for which the Beneficiaries are indemnified hereunder, the Beneficiaries may, at their sole option and election, defend or settle such claim, loss or liability (provided that the Beneficiaries shall give notice of any such settlement to Indemnitor). The liability of Indemnitor to the Beneficiaries hereunder shall be conclusively established by such settlement, provided such settlement is made in good faith, the amount of such liability to include both the settlement consideration and the costs and expenses, including, without limitation, attorneys’ fees and disbursements, incurred by the Beneficiaries in effecting such settlement. In such event, such settlement consideration, costs and expenses shall be included in Costs and Indemnitor shall pay the same as hereinafter provided. The Beneficiaries’ good faith in any such settlement shall be conclusively established if the settlement is made on the advice of independent legal counsel for any Beneficiary. (b) Indemnitor shall not, without the prior written consent of the Beneficiaries: (i) settle or compromise any action, suit, proceeding or claim or consent to the entry of any judgment with respect to any matter for which any Beneficiary is entitled to be indemnified hereunder and that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Beneficiaries of a full and complete written release of the Beneficiaries (in form, scope and substance satisfactory to the Beneficiaries) from all liability in respect of such action, suit or suit, proceeding or (B) the Indemnitee shall have reasonably concluded claim and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense a dismissal with prejudice of such action, suit suit, proceeding or claim; or (ii) settle or compromise any action, suit, proceeding on behalf of or claim in any manner that is reasonably likely to adversely affect the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism Beneficiaries or to separate obligate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultationBeneficiaries to pay any sum or perform any obligation. (ivc) The Indemnitee All Costs shall be kept fully informed immediately reimbursable to the Beneficiaries when and as incurred and, in the event of any litigation, claim or other proceedings without any requirement of waiting for the ultimate outcome of such litigation, claim or other proceedings and Indemnitor shall pay to the Beneficiaries any and all Costs within thirty (30) days after written notice from a Beneficiary itemizing in reasonable detail the amounts thereof incurred to the date of such notice. In addition to any other remedy available for the failure of Indemnitor to periodically pay such Costs, such Costs, if not paid by the Indemnitor of twentieth (20th) day after such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, notice shall accrue interest at the Indemnitor’s expense, make available to Default Rate (as defined in the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingNote). (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations If an Indemnitee receives written notice of each party claiming a right to Claim that the Indemnitee believes may result in a claim for indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The under this Article 7, such Indemnitee shall give prompt written notice deliver an Indemnification Claim to the Indemnitor in accordance with the provisions of any state of facts which Indemnitee determines will give rise to a claim by Section 7.3. If the Indemnitee against Litigation Conditions are satisfied, then the Indemnitor based on shall have the indemnity agreements contained herein, stating the nature right to assume and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute control the defense of the claim under Claim, at its own expense with counsel selected by it and reasonably acceptable to the Indemnitee, by delivering written notice of its assumption of such indemnity agreements and confirming that defense to the claim is one with respect to which Indemnitee within [***] of its receipt of notice of such Claim from the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event but the Indemnitor shall not offer reasonable assurances as in any event have the right to its financial capacity to satisfy any final judgment or settlement, assume and control the defense of a Claim that initially sought injunctive relief (including a declaratory judgment) from the Indemnitee may assume when the defense and dispose only remaining dispute in such matter is the determination of non-injunctive relief or when the claimonly remaining relief sought by the Third Party in such matter is non-injunctive relief, after 30 days prior written notice to whichever is first); provided, however, that the Indemnitor. The Indemnitee shall have the right to employ retain its own counsel in any such casecounsel, but with the reasonable fees and expenses to be paid by the Indemnitor, if (a) representation of such the Indemnitee by the counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized retained by the Indemnitor in connection with would be inappropriate due to actual or potential conflict of interests between such Indemnitee and Indemnitor, (b) the defense of such actionIndemnitor has failed within a reasonable time to retain counsel, suit or proceeding or (Bc) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific legal defenses available to it which that are different from or additional in addition to those available to the Indemnitor. , or (iiid) In addition, in at any event specified in clause (B) of time the second sentence of subparagraph (ii) above, Litigation Conditions are not satisfied with respect to such Claim. If the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct Indemnitor assumes and controls the defense of such actionClaim, suit the Indemnitor shall keep the Indemnitee reasonably apprised of the status of the Claim and the Indemnitee shall be entitled to otherwise monitor such Claim at its sole cost and expense. If the Claim seeks injunctive relief (including a declaratory judgment) against or proceeding from the Indemnitee or if the Indemnitor does not assume the defense of the Claim as described in this Section 7.4, the Indemnitee shall be permitted to assume and control the defense of such Claim (but shall have no obligation to do so) and in such event shall be entitled to settle or compromise the Indemnification Claims in its sole and reasonable discretion, provided that if the Indemnitee is entitled to assume the defense of the Claim pursuant to this Section 7.4 solely because the Claim seeks injunctive relief (including a declaratory judgment) against or from the Indemnitee, then the Indemnitee shall not settle or compromise such Indemnification Claims in any manner that involves the payment of monetary damages or has an adverse effect on behalf the Indemnitor’s rights or interests (including any rights under this Jounce Lead Co-Co Agreement or the Equity Purchase Agreement or the scope or enforceability of any Patents or Know-How licensed by one Party to another Party pursuant to this Jounce Lead Co-Co Agreement, any other Development & Commercialization Agreement or the Master Collaboration Agreement) without the prior written consent of the Indemnitor, which consent the Indemnitor shall not unreasonably withhold, condition or delay. If the Indemnitor has assumed and controls the defense of the Claim in accordance with this Section 7.4, (i) the Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed and (ii) the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that would result in the payment of amounts by the Indemnitee, impose any other obligation on the Indemnitee or otherwise have an adverse effect on the Indemnitee’s rights or interests (including any rights under this Jounce CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Lead Co-Co Agreement or the Equity Purchase Agreement or the scope or enforceability of any Patents or Know-How licensed by one Party to another Party pursuant to this Jounce Lead Co-Co Agreement or any other Development & Commercialization Agreement, or the Master Collaboration Agreement), without the prior written consent of the Indemnitee. If Indemnitor and Indemnitee canIn each case, the Party that is not agree on a mechanism to separate controlling the defense of matters extending beyond any Claim shall reasonably cooperate with the scope of indemnification, such matters shall be defended on Party that is controlling the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor defense of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shallClaim, at the Indemnitornon-controlling Party’s expense, expense and shall make available to the Indemnitee and its attorneys and accountants controlling Party all books and records pertinent information under the control of the Indemnitor relating non-controlling Party, which information shall be subject to such proceedings or litigationArticle 8 of the Master Collaboration Agreement. Each Party shall use commercially reasonable efforts to avoid production of Confidential Information of the other Party (consistent with applicable Law and rules of procedure), and the parties hereto agree to render cause all communications among employees, counsel and other representatives of such Party to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteeso as to preserve any applicable attorney-client or work-product privileges.

Indemnification Procedures. (a) The rights and obligations If an Indemnitee receives written notice of each party claiming a right to Claim that the Indemnitee believes may result in a claim for indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The under this Article 7, such Indemnitee shall give prompt written notice deliver an Indemnification Claim to the Indemnitor in accordance with the provisions of any state of facts which Indemnitee determines will give rise to a claim by Section 7.3. If the Indemnitee against Litigation Conditions are satisfied, then the Indemnitor based on shall have the indemnity agreements contained herein, stating the nature right to assume and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute control the defense of the claim under Claim, at its own expense with counsel selected by it and reasonably acceptable to the Indemnitee, by delivering written notice of its assumption of such indemnity agreements and confirming that defense to the claim is one with respect to which Indemnitee within [***] of its receipt of notice of such Claim from the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event but the Indemnitor shall not offer reasonable assurances as in any event have the right to its financial capacity to satisfy any final judgment or settlement, assume and control the defense of a Claim that initially sought injunctive relief (including a declaratory judgment) from the Indemnitee may assume when the defense and dispose only remaining dispute in such matter is the determination of non-injunctive relief or when the claimonly remaining relief sought by the Third Party in such matter is non-injunctive relief, after 30 days prior written notice to whichever is first); provided, however, that the Indemnitor. The Indemnitee shall have the right to employ retain its own counsel in any such casecounsel, but with the reasonable fees and expenses to be paid by the Indemnitor, if (a) representation of such the Indemnitee by the counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized retained by the Indemnitor in connection with would be inappropriate due to actual or potential conflict of interests between such Indemnitee CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. and Indemnitor, (b) the defense of such actionIndemnitor has failed within a reasonable time to retain counsel, suit or proceeding or (Bc) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific legal defenses available to it which that are different from or additional in addition to those available to the Indemnitor. , or (iiid) In addition, in at any event specified in clause (B) of time the second sentence of subparagraph (ii) above, Litigation Conditions are not satisfied with respect to such Claim. If the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct Indemnitor assumes and controls the defense of such actionClaim, suit the Indemnitor shall keep the Indemnitee reasonably apprised of the status of the Claim and the Indemnitee shall be entitled to otherwise monitor such Claim at its sole cost and expense. If the Claim seeks injunctive relief (including a declaratory judgment) against or proceeding from the Indemnitee or if the Indemnitor does not assume the defense of the Claim as described in this Section 7.4, the Indemnitee shall be permitted to assume and control the defense of such Claim (but shall have no obligation to do so) and in such event shall be entitled to settle or compromise the Indemnification Claims in its sole and reasonable discretion, provided that if the Indemnitee is entitled to assume the defense of the Claim pursuant to this Section 7.4 solely because the Claim seeks injunctive relief (including a declaratory judgment) against or from the Indemnitee, then the Indemnitee shall not settle or compromise such Indemnification Claims in any manner that involves the payment of monetary damages or has an adverse effect on behalf the Indemnitor’s rights or interests (including any rights under this Celgene Lead Co-Co Agreement or the Equity Purchase Agreement or the scope or enforceability of any Patents or Know-How licensed by one Party to another Party pursuant to this Celgene Lead Co-Co Agreement, any other Development & Commercialization Agreement or the Master Collaboration Agreement) without the prior written consent of the Indemnitor, which consent the Indemnitor shall not unreasonably withhold, condition or delay. If the Indemnitor has assumed and controls the defense of the Claim in accordance with this Section 7.4, (i) the Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed and (ii) the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that would result in the payment of amounts by the Indemnitee, impose any other obligation on the Indemnitee or otherwise have an adverse effect on the Indemnitee’s rights or interests (including any rights under this Celgene Lead Co-Co Agreement or the Equity Purchase Agreement or the scope or enforceability of any Patents or Know-How licensed by one Party to another Party pursuant to this Celgene Lead Co-Co Agreement or any other Development & Commercialization Agreement, or the Master Collaboration Agreement), without the prior written consent of the Indemnitee. If Indemnitor and Indemnitee canIn each case, the Party that is not agree on a mechanism to separate controlling the defense of matters extending beyond any Claim shall reasonably cooperate with the scope of indemnification, such matters shall be defended on Party that is controlling the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor defense of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shallClaim, at the Indemnitornon-controlling Party’s expense, expense and shall make available to the Indemnitee and its attorneys and accountants controlling Party all books and records pertinent information under the control of the Indemnitor relating non-controlling Party, which information shall be subject to such proceedings or litigationArticle 8 of the Master Collaboration Agreement. Each Party shall use commercially reasonable efforts to avoid production of Confidential Information of the other Party (consistent with applicable Law and rules of procedure), and the parties hereto agree to render cause all communications among employees, counsel and other representatives of such Party to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteeso as to preserve any applicable attorney-client or work-product privileges.

Indemnification Procedures. Any party making a claim for indemnification under this Article VI (athe "Indemnitee") shall notify the indemnifying party (the "Indemnitor") of the claim in writing promptly after discovering the claim or receiving written notice of a claim against it if by a third party), describing the claim, the amount thereof (if known and quantifiable), and the basis thereof. The rights obligations and obligations liabilities of each party claiming a right the Indemnitor with respect to indemnification hereunder (“Indemnitee”) claims resulting from the other assertion of liability by any third party (“Indemnitor”) shall be governed by subject to the following rulesterms and conditions: (i) The Indemnitee shall give prompt written notice to the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) a. In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (shall be defended including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s 's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) proceeding. In such case only that portion of such fees and expenses reasonably related to matters covered by the Indemnitee indemnity agreements contained herein shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to borne by the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, thereof whether or not it is represented by counselso represented. The Indemnitor shall, at the Indemnitor’s expense, Indemnitee shall make available to the Indemnitee Indemnitor and its attorneys and accountants all books and records of the Indemnitor Indemnitee relating to such proceedings or litigation, litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) b. The Indemnitor Indemnitee shall not make no any settlement of any claims without the written consent of the Indemnitor, which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding consent shall not be unreasonably withheld or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteedelayed.

Indemnification Procedures. A Person seeking indemnification under this Section 5.3 (a) The rights and obligations of each party claiming a right to indemnification hereunder (the “Indemnitee”) must give timely written notice to the Person from whom indemnification is sought (the other party (“Indemnitor”) shall be governed by as soon as practical after the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor becomes aware of any state of facts which Indemnitee determines will give condition or event that gives rise to a claim by Damages for which indemnification is sought under this Section 5.3. The failure of the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such timely notice shall not affect the Indemnitee’s rights to indemnification obligations of Indemnitor hereunder, hereunder except to the extent the Indemnitor demonstrates it was materially prejudiced by such failure materially prejudices failure. In the event a claim or demand is made by a party against an Indemnitee, the Indemnitee shall promptly notify the Indemnitor of such Indemnitor’s ability successfully claim or demand, specifying the nature and the amount of the Damages (the “Claim Notice”). The Indemnitor shall notify the Indemnitee within twenty (20) days after receipt of the Claim Notice whether the Indemnitor will undertake, conduct and control, through counsel of its own choosing and at its expense, the settlement or defense thereof, and Indemnitee shall cooperate with Indemnitor in connection therewith, provided that if Indemnitor undertakes such defense: (i) Indemnitor shall not thereby permit to defend exist any Encumbrance or other adverse charge upon any asset of Indemnitee or settle such action without first obtaining the matter giving rise to the indemnification claim. consent of Indemnitee, except for settlements solely covering monetary matters for which Indemnitor has acknowledged responsibility for payment; (ii) In the event any action, suit Indemnitor shall permit Indemnitee (at Indemnitee’s sole cost and expense) to participate in such settlement or proceeding is brought against the defense through counsel chosen by Indemnitee, with respect ; and (iii) Indemnitor shall agree promptly to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay reimburse Indemnitee for the full amount of potential liability any Damages resulting from such claim, except for those costs expressly assumed by the Indemnitee hereunder. The Indemnitee agrees to preserve and provide access to all evidence that may be useful in defending against such claim and to provide reasonable cooperation in the defense thereof or in the prosecution of any action against a third party in connection with therewith. The Indemnitor’s defense of any claim or demand shall not constitute an admission or concession of liability therefor or otherwise operate in derogation of any rights Indemnitor may have against Indemnitee or any third party. So long as Indemnitor is reasonably contesting any such claim in good faith, Indemnitee shall not pay or settle any such claim, the action, suit or proceeding . If Indemnitor does not notify Indemnitee within twenty (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate20) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as days after receipt of Indemnitee’s Claim Notice that it elects to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume undertake the defense and dispose of the claimthereof, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right to employ contest the claim in the exercise of its own counsel in any such caseexclusive, but the fees and expenses of such counsel shall be reasonable discretion at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and (provided the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no not be required to pay Indemnitee’s expenses for the defense, settlement or compromise of any claims which are not covered by Indemnitor’s obligations under this Section 5.3 or which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteenot consented to).

Indemnification Procedures. A Person seeking indemnification under this Section 5.3 (a) The rights and obligations of each party claiming a right to indemnification hereunder (the “Indemnitee”) must give timely written notice to the Person from whom indemnification is sought (the other party (“Indemnitor”) shall be governed by as soon as practical after the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor becomes aware of any state of facts which Indemnitee determines will give condition or event that gives rise to a claim by Damages for which indemnification is sought under this Section 5.3. The failure of the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such timely notice shall not affect the Indemnitee’s rights to indemnification obligations of Indemnitor hereunder, hereunder except to the extent the Indemnitor demonstrates it was materially prejudiced by such failure materially prejudices failure. In the event a claim or demand is made by a party against an Indemnitee, the Indemnitee shall promptly notify the Indemnitor of such Indemnitor’s ability successfully to defend claim or demand, specifying the matter giving rise nature and the amount of the Damages (the “Claim Notice”). The Indemnitor shall notify the Indemnitee within twenty (20) days after receipt of the Claim Notice whether the Indemnitor will undertake, conduct and control, through counsel of its own choosing (subject to the indemnification claim. consent of Indemnitee, such consent not to be unreasonably withheld or delayed, it being agreed that each of Ellenoff G▇▇▇▇▇▇▇ & Schole LLP and G▇▇▇, Plant, M▇▇▇▇, M▇▇▇▇ & B▇▇▇▇▇▇, P.A. are hereby deemed approved by each of the Parties) and at its expense, the settlement or defense thereof, and Indemnitee shall cooperate with Indemnitor in connection therewith, provided that if Indemnitor undertakes such defense: (i) Indemnitor shall not thereby permit to exist any Encumbrance or other adverse charge upon any asset of Indemnitee or settle such action without first obtaining the consent of Indemnitee, except for settlements solely covering monetary matters for which Indemnitor has acknowledged responsibility for payment; (ii) In the event any action, suit Indemnitor shall permit Indemnitee (at Indemnitee’s sole cost and expense) to participate in such settlement or proceeding is brought against the defense through counsel chosen by Indemnitee, with respect ; and (iii) Indemnitor shall agree promptly to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay reimburse Indemnitee for the full amount of potential liability any Damages resulting from such claim, except for those costs expressly assumed by the Indemnitee hereunder. The Indemnitee agrees to preserve and provide access to all evidence that may be useful in defending against such claim and to provide reasonable cooperation in the defense thereof or in the prosecution of any action against a third party in connection with therewith. The Indemnitor’s defense of any claim or demand shall not constitute an admission or concession of liability therefor or otherwise operate in derogation of any rights Indemnitor may have against Indemnitee or any third party. So long as Indemnitor is reasonably contesting any such claim in good faith, Indemnitee shall not pay or settle any such claim, the action, suit or proceeding . If Indemnitor does not notify Indemnitee within twenty (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate20) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as days after receipt of Indemnitee’s Claim Notice that it elects to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume undertake the defense and dispose of the claimthereof, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right to employ contest the claim in the exercise of its own counsel in any such caseexclusive, but the fees and expenses of such counsel shall be reasonable discretion at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and (provided the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no not be required to pay Indemnitee's expenses for the defense, settlement or compromise of any claims which are not covered by Indemnitor’s obligations under this Section 5.3 or which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteenot consented to).

Indemnification Procedures. (a) The rights and obligations If an Indemnitee receives written notice of each party claiming a right to Claim that the Indemnitee believes may result in a claim for indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The under this Article 10, such Indemnitee shall give prompt written notice deliver an Indemnification Claim to the Indemnitor in accordance with the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. provisions of any state of facts which Indemnitee determines will give rise to a claim by Section 10.3. If the Indemnitee against Litigation Conditions are satisfied, then the Indemnitor based on shall have the indemnity agreements contained herein, stating the nature right to assume and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute control the defense of the claim under Claim, at its own expense with counsel selected by it and reasonably acceptable to the Indemnitee, by delivering written notice of its assumption of such indemnity agreements and confirming that defense to the claim is one with respect to which Indemnitee within [***] of its receipt of notice of such Claim from the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event but the Indemnitor shall not offer reasonable assurances as in any event have the right to its financial capacity to satisfy any final judgment or settlement, assume and control the defense of a Claim that initially sought injunctive relief (including a declaratory judgment) from the Indemnitee may assume when the defense and dispose only remaining dispute in such matter is the determination of non-injunctive relief or when the claimonly remaining relief sought by the Third Party in such matter is non-injunctive relief, after 30 days prior written notice to whichever is first); provided, however, that the Indemnitor. The Indemnitee shall have the right to employ retain its own counsel in any such casecounsel, but with the reasonable fees and expenses to be paid by the Indemnitor, if (a) representation of such the Indemnitee by the counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized retained by the Indemnitor in connection with would be inappropriate due to actual or potential conflict of interests between such Indemnitee and Indemnitor, (b) the defense of such actionIndemnitor has failed within a reasonable time to retain counsel, suit or proceeding or (Bc) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific legal defenses available to it which that are different from or additional in addition to those available to the Indemnitor. , or (iiid) In addition, in at any event specified in clause (B) of time the second sentence of subparagraph (ii) above, Litigation Conditions are not satisfied with respect to such Claim. If the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct Indemnitor assumes and controls the defense of such actionClaim, suit the Indemnitor shall keep the Indemnitee reasonably apprised of the status of the Claim and the Indemnitee shall be entitled to otherwise monitor such Claim at its sole cost and expense. If the Claim seeks injunctive relief (including a declaratory judgment) against or proceeding from the Indemnitee or if the Indemnitor does not assume the defense of the Claim as described in this Section 10.4, the Indemnitee shall be permitted to assume and control the defense of such Claim (but shall have no obligation to do so) and in such event shall be entitled to settle or compromise the Indemnification Claims in its sole and reasonable discretion, provided that if the Indemnitee is entitled to assume the defense of the Claim pursuant to this Section 10.4 solely because the Claim seeks injunctive relief (including a declaratory judgment) against or from the Indemnitee, then the Indemnitee shall not settle or compromise such Indemnification Claims in any manner that involves the payment of monetary damages or has an adverse effect on behalf the Indemnitor’s rights or interests (including any rights under this Agreement or the Equity Purchase Agreement or the scope or enforceability of any Patents or Know-How licensed by one Party to another Party pursuant to this Agreement or a Development & Commercialization Agreement) without the prior written consent of the Indemnitor, which consent the Indemnitor shall not unreasonably withhold, condition or delay. If the Indemnitor has assumed and controls the defense of the Claim in accordance with this Section 10.4, (i) the Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed and (ii) the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that would result in the payment of amounts by the Indemnitee, impose any other obligation on the Indemnitee or otherwise have an adverse effect on the Indemnitee’s rights or interests (including any rights under this Agreement or the Equity Purchase Agreement or the scope or enforceability of any Patents or Know-How licensed by one Party to another Party pursuant to this Agreement or a Development & Commercialization Agreement), without the prior written consent of the Indemnitee. If Indemnitor and Indemnitee canIn each case, the Party that is not agree on a mechanism to separate controlling the defense of matters extending beyond any Claim shall reasonably cooperate with the scope of indemnification, such matters shall be defended on Party that is controlling the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor defense of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shallClaim, at the Indemnitornon-controlling Party’s expense, expense and shall make available to the Indemnitee and its attorneys and accountants controlling Party all books and records pertinent information under the control of the Indemnitor relating non-controlling Party, which information shall be subject to such proceedings or litigationArticle 8. Each Party shall use commercially reasonable efforts to avoid production of CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Confidential Information of the other Party (consistent with applicable Law and rules of procedure), and the parties hereto agree to render cause all communications among employees, counsel and other representatives of such Party to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteeso as to preserve any applicable attorney-client or work-product privileges.

Indemnification Procedures. (a) The rights 8.4.1 Following the Closing Date, the Purchaser shall timely notify Sellers’ Agent of any Tax audit or administrative or judicial proceedings that are announced or commenced and obligations of each party claiming that could constitute a right basis for indemnification by the Sellers pursuant to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) this section 8. Such notice shall be governed in writing and shall contain reasonable factual information describing the object of the Tax audit or the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax Authority in respect of any such Tax audit or asserted Tax liability. 8.4.2 Sellers’ Agent may elect to direct on its own or through a common counsel of its choice and at its expense (including reimbursement of reasonable costs and expenses incurred by the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor of Companies), any state of facts which Indemnitee determines will give rise to a audit, claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained hereinfor refund and administrative or judicial proceeding, stating the nature if and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding a Tax liability is brought against the Indemnitee, involved with respect to which the Indemnitor indemnity may have be sought under this section 8 (any such audit, claim for refund or proceeding relating to a Tax liability under the indemnity agreements contained hereinis herein referred to as a “Tax Contest”). If Sellers’ Agent elects to direct a Tax Contest, then upon Seller 1 shall within 12 (twelve) Business Days of receipt of the Purchaser’s written acknowledgment notice pursuant to section 8.4.1 above, notify the Purchaser of its intent to do so, and the Purchaser shall cooperate and cause the Companies or the respective successors to cooperate, at the expense of Seller 1 in each phase of such Tax Contest, provided, however, that no duty to cooperate is owed where an instruction or action of Seller 1 jeopardizes material Tax assets of the Purchaser or the Companies, or in case of alleged criminal or administrative offences by the Indemnitor within thirty days Sellers, or otherwise affects material interests of the bringing Purchaser or the Companies. If Sellers’ Agent does not elect to direct such Tax Contest or fails to notify the Purchaser of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claimits election as herein provided, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlementPurchaser, the Indemnitee Company or the Subsidiary may assume the defense and dispose of the claimpay, after 30 days prior written notice to the Indemnitorcompromise or contest such asserted Tax liability. The Indemnitee shall have the right to employ its own counsel in In any such caseevent, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there Sellers’ Agent may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, participate to the extent made necessary by such different or additional defensesapplicable law so permits, shall not have the right at its own expense in any Tax Contest. If Sellers’ Agent chooses to direct the defense of such actionTax Contest, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters Purchaser shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigationtimely authorize, and shall cause the parties hereto agree respective Companies to render authorize the designated representative of Sellers’ Agent to each other such assistance as they may reasonably require of each other in order to ensure represent the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made againstPurchaser, the Indemnitee and Company and/or the relief granted Subsidiary or their successors in connection therewith requires no action on the part of and has no effect on Tax Contest insofar as the IndemniteeTax Contest involves in asserted Tax liability for which the Sellers would be liable under this section 8.

Indemnification Procedures. (a) The A Party who desires to exercise its rights and obligations of each party claiming a right to indemnification hereunder under this Agreement (an “Indemnitee”) from shall promptly notify the other party Party who is obligated under this Agreement to provide such indemnification (an “Indemnitor”) of any Loss or claim for Loss or other matter for which indemnification is sought and shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice deliver to the Indemnitor copies of any state of facts which Indemnitee determines will give rise to process and pleadings or other document making a claim claim, and shall otherwise provide such cooperation as may be reasonably requested by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein(however, stating the nature and basis of said claims and the amount thereof, to the extent known. No a failure to give provide any such notice notification or cooperation shall not affect the any rights to indemnification obligations of Indemnitor hereunder, except to the extent that the Indemnitor has been prejudiced thereby). Within five (5) Days after receipt of such failure materially prejudices notice, the Indemnitor shall undertake the defense of each such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against claim with counsel that has been approved by the Indemnitee, with respect to which approval shall not be unreasonably withheld or delayed. If the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute undertakes the defense of a claim in the manner required by this Clause 12.3, the Indemnitee nonetheless may also, at its own expense, engage separate counsel and participate in the defense of any claim under such indemnity agreements and confirming that the claim is one with respect to which brought against it. If the Indemnitor is obligated fails to indemnify undertake and that it will be able to pay sustain the full amount defense of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, claim in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlementmanner required by this Clause 12.3, the Indemnitee may assume engage separate counsel, pay, settle or otherwise finally resolve such claim for the defense account and dispose at the risk and expense of the claimIndemnitor; provided, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right to employ its own counsel in however, that any such casepayment, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized settlement or final resolution otherwise received by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified to the extent so received release the Indemnitor that there from liability for such claim. Notwithstanding anything herein to the contrary, no settlement or consent to any judgment, award or decree may be specific defenses available to it which are different from made that (i) does not unconditionally release the Indemnitee of all liability, or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) aboverequire the Indemnitee to make an admission of fault, the Indemnitorin each case, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at without the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingprior written consent. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations of each party claiming a right to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) If any action shall be governed by brought against Lender based upon any of the following rules: (i) The Indemnitee Costs for which Lender is indemnified hereunder, Lender shall give prompt written notice notify Indemnitor in writing thereof and Indemnitor shall promptly assume the defense thereof, including, without limitation, the employment of counsel reasonably acceptable to Lender and the negotiation of any settlement; provided, however, that any failure of Lender to notify Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by such matter shall not impair or reduce the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except . In the event Indemnitor shall fail to the extent such failure materially prejudices such Indemnitor’s ability successfully discharge or undertake to defend Lender against any Costs for which Lender is indemnified hereunder, Lender may, at its sole option and election, defend or settle such claim, loss or liability, and, upon reasonable prior written notice to Indemnitor, Lender shall have the matter giving rise right, at the expense of Indemnitor (which expense shall be included in Costs), to employ separate counsel in any such action and to participate in the indemnification claimdefense thereof. The liability of Indemnitor to Lender hereunder shall be conclusively established by such settlement (absent manifest error), provided such settlement is made in good faith, the amount of such liability to include both the settlement consideration and the costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, actually incurred by Lender in effecting such settlement. In such event, such settlement consideration, costs and expenses shall be included in Costs and Indemnitor shall pay the same as hereinafter provided. (iib) In Indemnitor shall not, without the event prior written consent of Lender, such consent not to be unreasonably withheld or delayed: (i) settle or compromise any action, suit suit, proceeding or proceeding is brought against claim or consent to the Indemnitee, with respect to which entry of any judgment that does not include as an unconditional term thereof the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment delivery by the Indemnitor within thirty days claimant or plaintiff to Lender of the bringing a full and complete written release of Lender (in form, scope and substance satisfactory to Lender in its sole discretion) from all liability in respect of such action, suit suit, proceeding or claim and a dismissal with prejudice of such action, suit, proceeding or claim; or (ii) settle or compromise any action, suit, proceeding or claim in any manner that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able may adversely affect Lender or obligate Lender to pay the full amount of potential liability in connection with any such claim, the action, suit sum or proceeding perform any obligation as reasonably determined by Lender. (including all proceedings on appeal or for review which counsel for the Indemnitee c) All Costs shall deem appropriate) may be defended by the Indemnitor. Howeverimmediately reimbursable to Lender when and as incurred and, in the event of any litigation, claim or other proceeding, without any requirement of waiting for the ultimate outcome of such litigation, claim or other proceeding, and Indemnitor shall not offer reasonable assurances as pay to its financial capacity to satisfy Lender any final judgment or settlement, the Indemnitee may assume the defense and dispose all Costs within ten (10) days after receipt of the claim, after 30 days prior written notice from Lender itemizing in reasonable detail the amounts thereof incurred to the Indemnitor. The Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses date of such counsel notice. In addition to any other remedy available for the failure of Indemnitor to periodically pay such Costs, such Costs, if not paid within said ten-day period, shall be bear interest at the Indemnitee’s own expense unless Default Interest Rate (A) as defined in the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the IndemnitorNote). (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations of each If any third party claiming shall notify a right Purchaser Indemnitee with respect to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor of any state of facts matter which Indemnitee determines will may give rise to a claim by for indemnification in respect of a Products Liability Claim under this Article IX (an "Article IX Claim"), then such Purchaser Indemnitee shall, as promptly as practicable (and in any event within twenty (20) Business Days after receiving written notice of any such matter), notify the Indemnitee against the Indemnitor based on the indemnity agreements contained hereinSeller thereof in writing; provided, stating the nature and basis of said claims and the amount thereofhowever, to the extent known. No that failure to give provide such written notice on a timely basis shall affect not release the indemnification Seller from any of its obligations of Indemnitor hereunder, under this Article IX except to the extent that the Seller is prejudiced by such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claimfailure. (iib) The Seller, upon receipt of notice of an Article IX Claim and upon the Seller's notifying the Purchaser Indemnitee within twenty (20) Business Days of receipt of such notice that the Seller, unconditionally or subject to a reservation of rights, agrees to indemnify the Purchaser Indemnitee in respect of such Article IX Claim, shall be entitled to participate in or to assume, at the Seller's own expense, the defense, appeal or settlement of such Article IX Claim with counsel of the Seller's own choosing, and the Purchaser Indemnitee shall fully cooperate with the Seller in connection therewith including contesting such Article IX Claim or making any counterclaim against the Person asserting such Article IX Claim; provided, however, that if the Seller assumes the defense, appeal or settlement of such Article IX Claim, the Seller shall reimburse the Purchaser Indemnitee for out of pocket expenses incurred by the Purchaser Indemnitee (such as travel costs, but not internal time charges) within ninety (90) days of a written request for reimbursement together with reasonable documentation of the amounts requested. Any Purchaser Indemnitee is hereby authorized, prior to the date on which it receives written notice from the Seller that the Seller intends to assume the defense, appeal or settlement of such Article IX Claim, to file any motion, answer or other pleading and take such other action which it shall reasonably deem necessary to protect its interest or that of the Seller until the date on which the Purchaser Indemnitee receives such notice from the Seller; provided that, prior to filing such motion, answer or other pleading or taking such other action, the Purchaser Indemnitee shall have made reasonable efforts to consult with the Seller. In the event any actionthat the Seller fails to notify the Purchaser Indemnitee of its election to assume the defense, suit appeal or proceeding is brought against settlement of an Article IX Claim within twenty (20) days after receipt of notice thereof from the Purchaser Indemnitee, with respect the Seller shall be deemed to which have waived its right to assume the Indemnitor may have liability under the indemnity agreements contained hereindefense, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing appeal or settlement of such actionArticle IX Claim, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Purchaser Indemnitee shall have the right to employ its own counsel in undertake the defense or appeal of or to settle or compromise such Article IX Claim on behalf of and for the account and risk of the Seller. (c) If the Seller assumes the defense, appeal or settlement of an Article IX Claim, the Seller shall not consent to entry of any such case, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and judgment or enter into any settlement other than a judgment or settlement involving only the payment of such fees and expenses both shall have been specifically authorized money, all of which will be paid by the Indemnitor Seller (or, to the extent that such judgment or settlement constitutes a Qualifying Loss for purposes of Section 9.5, paid as a Holdback Indemnification Payment from the Holdback Amount) without the consent of the Purchaser Indemnitee, which shall not be unreasonably conditioned, delayed or withheld; provided, however, that if, in the opinion of the Purchaser Indemnitee, the monetary settlement of an Article IX Claim would have a material adverse effect on the conduct of the Business or would prejudice the Purchaser Indemnitee's future ability to avoid similar Article IX Claims, then no judgment or settlement may be made without the consent of the Purchaser Indemnitee and the Purchaser Indemnitee shall then be entitled to control the defense, compromise and settlement of such Article IX Claim and the Losses for the Seller shall then be capped at the date the Purchaser Indemnitee assumes control of the defense to the Losses incurred to date, plus the amount at which the Seller was otherwise willing to pay the third party under the Article IX Claim based upon the third party's bona fide offer to settle the Article IX Claim for that amount. At such time as the Seller decides to enter into a settlement of an Article IX Claim, the Seller shall promptly provide the Purchaser Indemnitee with written notice of the decision to settle, including the proposed maximum amount of such settlement. The proposed settlement shall be deemed accepted and consented to by the Purchaser Indemnitee unless the Seller receives written notice otherwise from the Purchaser Indemnitee within ten (10) days after the Purchaser Indemnitee's receipt of the Seller's notice of proposed settlement. If the Seller does not assume the defense, appeal or settlement of an Article IX Claim, the Purchaser Indemnitee may proceed in such manner as it may deem appropriate with regard to such Article IX Claim; provided, that the Purchaser Indemnitee shall not settle such Article IX Claim without providing notice and a description of the proposed settlement to the Seller. Unless the Purchaser Indemnitee receives from the Seller, within ten (10) days of the Seller's receipt of the notice of such proposed settlement, a written statement from the Seller of its reasonable objection to such proposed settlement, accompanied by an acknowledgment by the Seller that the Article IX Claim which is the subject of the proposed settlement is subject to indemnification by the Seller pursuant to the provisions of this Article IX, the Purchaser Indemnitee shall be free to settle such Article IX Claim on the terms described in the notice of the proposed settlement. In the case of any such settlement, the Seller shall reimburse the Purchaser Indemnitee for the amount of all reasonable expenses, legal or otherwise, incurred by the Purchaser Indemnitee in connection with the defense against or settlement of such action, suit or proceeding or Article IX Claim within ninety (B90) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) days of the second sentence a written request for reimbursement of subparagraph (ii) abovesuch Losses together with reasonable documentation of amounts requested. If no settlement of such Article IX Claim is made, the Indemnitor, Seller shall reimburse the Purchaser Indemnitee for the amount of any final judgment rendered with respect to such Article IX Claim and for the extent made necessary amount of all Losses incurred by such different or additional defenses, shall not have the right to direct Purchaser Indemnitee in the defense of such action, suit or proceeding on behalf Article IX Claim within ninety (90) days of written request for reimbursement of such Losses together with reasonable documentation of amounts requested; provided that the Indemnitee. If Indemnitor and Purchaser Indemnitee cannot agree on a mechanism to separate has contested any such Article IX Claim in good faith. (d) The conduct of the defense of matters extending beyond a Products Liability Claim that relates to more than one of the scope Manville Period, the Seller Period and the Purchaser Period, including the selection of indemnificationcounsel, such matters shall be defended on controlled by the basis party which has the greater share of joint consultation. (iv) The Indemnitee the potential risks and Losses arising out of such Products Liability Claim. For purposes of determining whether the Purchaser or the Seller has the greater share of potential risks and Losses in respect of such Products Liability Claim, the length in time of the plaintiff's exposure to the products of the Manville Business shall be kept fully informed by deemed to be for the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records account of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingSeller. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. Supplier or Zicam, as applicable (ain such capacity, the "Indemnitor") The rights shall promptly assume full and obligations complete responsibility for the investigation, defense, compromise and settlement of each party claiming a right any claim, suit or action arising out of or relating to indemnification hereunder (“Indemnitee”) the indemnified matters following written notice thereof from the other party Zicam Indemnitee or Supplier Indemnitee, as applicable (“Indemnitor”) the "Indemnitee"), which notice shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim given by the Indemnitee against within ten (10) days of the Indemnitor based on Indemnitee’s knowledge of such claim, suit or action. Failure to provide such timely notice shall not eliminate the indemnity agreements contained hereinIndemnitor’s indemnification obligations to the Indemnitee unless, stating the nature and basis of said claims and the amount thereof, only to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunderwhich, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by has substantially prejudiced the Indemnitor. However, in Notwithstanding the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlementforegoing, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right right, in its sole discretion and at Indemnitee’s expense, to employ participate in or to defend or prosecute, through its own counsel, any claim suit or action for which it is entitled to indemnification by the Indemnitor; provided, however, that if the Indemnitee is advised in writing by its legal counsel in any such case, but that there is a conflict between the fees and expenses positions of such counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel Indemnitor and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor Indemnitee in connection with conducting the defense of such action, suit action or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific are legal defenses available to it which are the Indemnitee different from or additional in addition to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of then counsel for the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available shall be entitled to conduct the defense to the extent necessary to protect the interests of the Indemnitee. The Indemnitor shall not enter into any compromise or settlement without the Indemnitee's prior written consent, which consent shall not be unreasonably withheld, unless the settlement is limited to money paid by the Indemnitor, with no acknowledgment of wrongdoing by the Indemnitee and its attorneys no other restriction on or liability to the Indemnitee. The absence of a complete and accountants general release of all books and records of claims against Indemnitee shall be reasonable grounds for Indemnitee to refuse to provide written consent to a compromise or settlement. If the Indemnitor relating to such proceedings or litigation, does not assume and diligently pursue the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such actionclaim, suit or proceeding. (v) The action, the Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies reimburse the Indemnitee for all losses, there is no finding or admission the reasonable fees and expenses of violation of law by, or effect on any other claims that may be made against, counsel retained by the Indemnitee to undertake or assist in such defense, and shall be bound by the relief granted in connection therewith requires no action on the part of and has no effect on results obtained by the Indemnitee.

Indemnification Procedures. A Party which intends to claim indemnification under Section 23.1 or 23.2 (a) The rights and obligations of each party claiming a right to indemnification hereunder (the “Indemnitee”) from will promptly notify the other party Party (the “Indemnitor”) shall be governed by in writing of any claim, suit, proceeding or action in respect of which the following rules: (i) The Indemnitee shall give prompt or any of the other Kissei Indemnitees or Elixir Indemnitees, as applicable, intend to claim such indemnification within a reasonable period of time after the assertion of such claim; provided, however, that the failure to provide written notice to of such claim within a reasonable period of time will not relieve the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification its obligations of Indemnitor hereunder, except to the extent that the Indemnitor is prejudiced by such failure to provide prompt notice. The Indemnitor will have the right to assume the complete control of the defence, compromise or settlement of any such claim (provided that no settlement of any claim will include any admission of wrongdoing on the part of an Indemnitee or the other Kissei Indemnitees or Elixir Indemnitees, as applicable, or materially prejudices and adversely effect the rights of the Indemnitee or the other Kissei Indemnitees or Elixir Indemnitees, as applicable, in each case without the prior written consent of such Indemnitor’s ability successfully Indemnitee, which such consent will not be unreasonably withheld or delayed). The Indemnitor may, at its own expense, employ legal counsel to defend the matter giving rise claim at issue. The Indemnitee may, in its sole discretion and at its own expense, employ legal counsel to represent it and the other Kissei Indemnitees or Elixir Indemnitees, as applicable (in addition to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which legal counsel for the Indemnitee shall deem appropriate) may be defended employed by the Indemnitor. However) in any such matter, and in such event legal counsel selected by the event Indemnitee will be required to confer and cooperate with such counsel of the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment in such defence, compromise or settlement, settlement for the Indemnitee may assume the defense purpose of informing and dispose of the claim, after 30 days prior written notice to sharing information with the Indemnitor. The Indemnitee shall have the right to employ will, at its own counsel in any such case, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to Indemnitor those Kissei Indemnitees or Elixir Indemnitees, as applicable, whose assistance, testimony or presence is necessary, useful or appropriate to assist the Indemnitor in evaluating, defending or settling any such claim; provided, however, that any such access will be conducted in such a manner as not to interfere unreasonably with the operations of the businesses of Indemnitee or the other Kissei Indemnitees or Elixir Indemnitees, as applicable; and will otherwise fully cooperate with the Indemnitor and its attorneys legal counsel in the investigation and accountants all books and records defence of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingclaim. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations In case any claim is asserted or any proceeding (including any governmental investigation) shall be instituted where indemnity may be sought by an Indemnitee pursuant to any of each party claiming a right to indemnification hereunder the preceding paragraphs of this Article IV, such Indemnitee shall promptly notify in writing the Person against whom such indemnity may be sought (“Indemnitee”) from the other party (“Indemnitor”) ); provided, however, that the omission to so notify the Indemnitor shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to not relieve the Indemnitor of any state of facts liability which it may have to such Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent that the Indemnitor was prejudiced by such failure materially prejudices such to notify. The Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against upon request of the Indemnitee, with respect shall retain counsel reasonably satisfactory to which the Indemnitee to represent (subject to the following sentences of this Section 4.3(a)) the Indemnitee and any others the Indemnitor may have liability under designate in such proceeding and shall pay the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing fees and disbursements of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under counsel related to such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with proceeding. In any such claimproceeding, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right to employ retain its own counsel in any such casecounsel, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense of such Indemnitee unless (Ai) the employment Indemnitor and the Indemnitee shall have mutually agreed to the retention of such counsel counsel, (ii) the Indemnitor fails to take reasonable steps necessary to defend diligently any claim within 10 calendar days after receiving written notice from the Indemnitee that the Indemnitee believes the Indemnitor has failed to take such steps, or (iii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnitor and the payment Indemnitee and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests or legal defenses between them and, in all such cases, the Indemnitor shall only be responsible for the reasonable fees and expenses of such counsel. It is understood that the Indemnitor 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 law firm (in addition to any local counsel) for all such Indemnitees not having actual or potential differing interests or legal defenses among them, and that all such fees and expenses both shall have been specifically authorized be reimbursed as they are incurred. In the case of any such firm for the VEBA Entities or any Control Person of any such VEBA Entity, such firm shall be designated in writing by the VEBA. The Indemnitor shall not be liable for any settlement of any proceeding affected without its written consent. (b) If the indemnification provided for in this Article IV is unavailable to an Indemnitee in respect of any Losses referred to herein, then the Indemnitor, in lieu of indemnifying such Indemnitee hereunder, shall contribute to the amount paid or payable by such Indemnitee as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Indemnitor and the Indemnitee and Persons acting on behalf of or Controlling the Indemnitor or the Indemnitee in connection with the defense statements or omissions or violations which resulted in such Losses, as well as any other relevant equitable considerations. If the indemnification described in Section 4.1 or Section 4.2 is unavailable to an Indemnitee, the relative fault of such actionthe Company, suit the Indemnitee and Persons acting on behalf of or proceeding Controlling the Company or (B) the Indemnitee shall have reasonably concluded and specifically notified be determined by reference to, among other things, whether the Indemnitor that there may be specific defenses available untrue or alleged untrue statement of a material fact or the omission or alleged omission to it which are different from or additional state a material fact relates to those available to information supplied by the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) aboveCompany, the Indemnitor, to the extent made necessary Indemnitee or by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding Persons acting on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit Company or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Indemnitor shall not be required to contribute pursuant to this Section 4.3(b) if there has been a settlement of any proceeding affected without its written consent. No claim against the assets of the Indemnitee shall be created by this Section 4.3(b), except as and to the extent permitted by applicable law. Notwithstanding the foregoing, the Indemnitee shall not be required to make a contribution in connection therewith requires no action on excess of the part net amount received by the Indemnitee from the sale of and has no effect on Registrable Securities in the Indemniteeoffering giving rise to such liability.

Indemnification Procedures. In the event that any person intends to claim indemnification pursuant to Section 12 (a) The rights and obligations of each party claiming a right to indemnification hereunder (an “Indemnitee”) from it shall promptly notify the other indemnifying party (the “Indemnitor”) in writing of such alleged liability, provided that the failure to promptly notify the Indemnitor shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to not relieve the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, obligation under this Agreement except to the extent such failure materially prejudices such to provide prompt notice adversely impairs the Indemnitor’s ability successfully to defend against the matter giving rise claim, suit or proceeding. The Indemnitor shall have the sole right to control the indemnification defense and settlement thereof, provided that (a) the Indemnitor may not consent to imposition of any obligation or restriction on the Indemnitee in any settlement unless mutually agreed among the Parties, (b) Indemnitor shall keep Indemnitee fully informed and permit the Indemnitee to participate (at Indemnitee’s expense) as the Indemnitee may reasonably request and (c) Indemnitee may, without affecting its right to indemnity hereunder, defend and settle any such claim. (ii) In the event any action, suit or proceeding is brought if Indemnitor declines to defend against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) files for bankruptcy. The Indemnitees shall cooperate with the indemnifying party and its legal representatives in the investigation of any action, claim or liability covered by Section 12. The Indemnitee shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to any claim or suit without the prior written consent of Indemnitor, which Indemnitor shall not be required to give, provided that the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In additionmay, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the without affecting its right to direct the defense of indemnity hereunder, defend and settle any such actionclaim, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by if the Indemnitor of such action, suit declines to take responsibility or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceedingfiles for bankruptcy. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. A Person seeking indemnification under this Section 5.3 (a) The rights and obligations of each party claiming a right to indemnification hereunder (the “Indemnitee”) must give timely written notice to the Person from whom indemnification is sought (the other party (“Indemnitor”) shall be governed by as soon as practical after the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor becomes aware of any state of facts which Indemnitee determines will give condition or event that gives rise to a claim by Damages for which indemnification is sought under this Section 5.3. The failure of the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such timely notice shall not affect the Indemnitee’s rights to indemnification obligations of Indemnitor hereunder, hereunder except to the extent that the Indemnitor demonstrates that it was materially prejudiced by such failure materially prejudices failure. In the event a claim or demand is made by a party against an Indemnitee, the Indemnitee shall promptly notify the Indemnitor of such Indemnitor’s ability successfully to defend claim or demand, specifying the matter giving rise nature and the amount (the “Claim Notice”). The Indemnitor shall notify the Indemnitee within fifteen (15) days after receipt of the Claim Notice whether the Indemnitor will undertake, conduct, and control, through counsel of its own choosing (subject to the indemnification claim. consent of Indemnitee, such consent not to be unreasonably withheld or delayed) and at its expense, the settlement or defense thereof, and Indemnitee shall cooperate with Indemnitor in connection therewith, provided that if Indemnitor undertakes such defense: (i) Indemnitor shall not thereby permit to exist any Encumbrance or other adverse charge upon any asset of Indemnitee or settle such action without first obtaining the consent of Indemnitee, except for settlements solely covering monetary matters for which Indemnitor has acknowledged responsibility for payment; (ii) In the event any action, suit Indemnitor shall permit Indemnitee (at Indemnitee’s sole cost and expense) to participate in such settlement or proceeding is brought against the defense through counsel chosen by Indemnitee, with respect ; and (iii) Indemnitor shall agree promptly to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay reimburse Indemnitee for the full amount of potential liability any loss resulting from such claim and all related expenses incurred by Indemnitee, except for those costs expressly assumed by the Indemnitee hereunder. The Indemnitee agrees to preserve and provide access to all evidence that may be useful in defending against such claim and to provide reasonable cooperation in the defense thereof or in the prosecution of any action against a third party in connection with therewith. The Indemnitor’s defense of any claim or demand shall not constitute an admission or concession of liability therefor or otherwise operate in derogation of any rights Indemnitor may have against Indemnitee or any third party. So long as Indemnitor is reasonably contesting any such claim in good faith, Indemnitee shall not pay or settle any such claim, the action, suit or proceeding . If Indemnitor does not notify Indemnitee within fifteen (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate15) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as days after receipt of Indemnitee’s Claim Notice that it elects to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume undertake the defense and dispose of the claimthereof, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right to employ contest, settle or compromise the claim in the exercise of its own counsel in any such case, but the fees and expenses of such counsel shall be exclusive discretion at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and (provided that the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no not be required to pay Indemnitee's expenses for the defense, settlement or compromise of any claims which Indemnitor has undertaken to defend, without Indemniteeare not covered by Indemnitor’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteeobligations this Section 5.3).

Indemnification Procedures. (a) The rights and obligations of each party claiming a right to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s 's ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s 's own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s 's expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s 's consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations If an Indemnitee receives written notice of each party claiming a right to Claim that the Indemnitee believes may result in a claim for indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The under this Article 5, such Indemnitee shall give prompt written notice deliver an Indemnification Claim to the Indemnitor in accordance with the provisions of any state of facts which Indemnitee determines will give rise to a claim by Section 5.3. If the Indemnitee against Litigation Conditions are satisfied, then the Indemnitor based on shall have the indemnity agreements contained herein, stating the nature right to assume and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute control the defense of the claim under Claim, at its own expense with counsel selected by it and reasonably acceptable to the Indemnitee, by delivering written notice of its assumption of such indemnity agreements and confirming that defense to the claim is one with respect to which Indemnitee within [***] of its receipt of notice of such Claim from the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event but the Indemnitor shall not offer reasonable assurances as in any event have the right to its financial capacity to satisfy any final judgment or settlement, assume and control the defense of a Claim that initially sought injunctive relief (including a declaratory judgment) from the Indemnitee may assume when the defense and dispose only remaining dispute in such matter is the determination of non-injunctive relief or when the claimonly remaining relief sought by the Third Party in such matter is non-injunctive relief, after 30 days prior written notice to whichever is first); provided, however, that the Indemnitor. The Indemnitee shall have the right to employ retain its own counsel in any such casecounsel, but with the reasonable fees and expenses to be paid by the Indemnitor, if (a) representation of such the Indemnitee by the counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized retained by the Indemnitor in connection with would be inappropriate due to actual or potential conflict of interests between such Indemnitee and Indemnitor, (b) the defense of such actionIndemnitor has failed within a reasonable time to retain counsel, suit or proceeding or (Bc) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific legal defenses available to it which that are different from or additional in addition to those available to the Indemnitor. , or (iiid) In addition, in at any event specified in clause (B) of time the second sentence of subparagraph (ii) above, Litigation Conditions are not satisfied with respect to such Claim. If the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct Indemnitor assumes and controls the defense of such actionClaim, suit the Indemnitor shall keep the Indemnitee reasonably apprised of the status of the Claim and the Indemnitee shall be entitled to otherwise monitor such Claim at its sole cost and expense. If the Claim seeks injunctive relief (including a declaratory judgment) against or proceeding from the Indemnitee or if the Indemnitor does not assume the defense of the Claim as CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. described in this Section 5.4, the Indemnitee shall be permitted to assume and control the defense of such Claim (but shall have no obligation to do so) and in such event shall be entitled to settle or compromise the Indemnification Claims in its sole and reasonable discretion, provided that if the Indemnitee is entitled to assume the defense of the Claim pursuant to this Section 5.4 solely because the Claim seeks injunctive relief (including a declaratory judgment) against or from the Indemnitee, then the Indemnitee shall not settle or compromise such Indemnification Claims in any manner that involves the payment of monetary damages or has an adverse effect on behalf the Indemnitor’s rights or interests (including any rights under this PD-1 License Agreement or the Equity Purchase Agreement or the scope or enforceability of any Patents or Know-How licensed by one Party to another Party pursuant to this PD-1 License Agreement, any other Co-Development & Co-Commercialization Agreement or the Master Collaboration Agreement) without the prior written consent of the Indemnitor, which consent the Indemnitor shall not unreasonably withhold, condition or delay. If the Indemnitor has assumed and controls the defense of the Claim in accordance with this Section 5.4, (i) the Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed and (ii) the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that would result in the payment of amounts by the Indemnitee, impose any other obligation on the Indemnitee or otherwise have an adverse effect on the Indemnitee’s rights or interests (including any rights under this PD-1 License Agreement or the Equity Purchase Agreement or the scope or enforceability of any Patents or Know-How licensed by one Party to another Party pursuant to this PD-1 License Agreement or any other Co-Development & Co-Commercialization Agreement, or the Master Collaboration Agreement), without the prior written consent of the Indemnitee. If Indemnitor and Indemnitee canIn each case, the Party that is not agree on a mechanism to separate controlling the defense of matters extending beyond any Claim shall reasonably cooperate with the scope of indemnification, such matters shall be defended on Party that is controlling the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor defense of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shallClaim, at the Indemnitornon-controlling Party’s expense, expense and shall make available to the Indemnitee and its attorneys and accountants controlling Party all books and records pertinent information under the control of the Indemnitor relating non-controlling Party, which information shall be subject to such proceedings or litigationArticle 8 of the Master Collaboration Agreement. Each Party shall use commercially reasonable efforts to avoid production of Confidential Information of the other Party (consistent with applicable Law and rules of procedure), and the parties hereto agree to render cause all communications among employees, counsel and other representatives of such Party to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteeso as to preserve any applicable attorney-client or work-product privileges.

Indemnification Procedures. (a) The rights and obligations In the event that any person intends to claim indemnification pursuant to this Agreement, (an "Indemnitee"), it shall promptly notify the indemnifying Party (the "Indemnitor") in writing of each party claiming a right such alleged liability, provided that the failure to indemnification hereunder (“Indemnitee”) from promptly notify the other party (“Indemnitor”) Indemnitor shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to not relieve the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, obligation under this Agreement except to the extent such failure materially prejudices such to provide prompt notice adversely impairs the Indemnitor’s 's ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (vb) The Indemnitor shall make no have the sole right to control the defense and settlement thereof, provided, that (i) the Indemnitor may not consent to imposition of any claims obligation or restriction on the Indemnitee in any settlement unless mutually agreed among Aspect and Marquette (ii) Indemnitor shall keep Indemnitee fully informed and permit the Indemnitee to participate (at Indemnitee's expense) as the Indemnitee may reasonably request and (iii) Indemnitee may, without affecting its right to indemnity hereunder, defend and settle any such claim, suit or proceeding if Indemnitor declines to defend against such claim, suit or proceeding or Files for Bankruptcy. The Indemnitee shall cooperate with the Indemnitor and its legal representatives in the investigation of any action, claim or liability covered by this Agreement. (c) The Indemnitee shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to any claim or suit without the prior written consent of Indemnitor, which Indemnitor has undertaken shall not be required to defendgive, provided that the Indemnitee may, without Indemnitee’s consentaffecting its right to indemnity hereunder, unless defend and settle any such claim, suit or proceeding if the Indemnitor fully indemnifies the Indemnitee declines to take responsibility or Files for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the IndemniteeBankruptcy.

Indemnification Procedures. A Party (athe "Indemnitee") The rights and obligations of each party claiming a right which intends to claim indemnification hereunder (“Indemnitee”) from under this Article 9 shall promptly notify the other party Party (“the "Indemnitor”") in writing of any action, claim or other matter in respect of which the Indemnitee or any of its Affiliates, or any of their respective directors, officers, employees or agents, intend to claim such indemnification; provided, however, the failure to provide such notice within a reasonable period of time shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to not relieve the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, its obligations hereunder except to the extent knownthe Indemnitor is prejudiced by such failure. The Indemnitee shall permit, and shall cause its directors, officers, employees and agents to permit, the Indemnitor at its discretion to settle any such action, claim or other matter, and the Indemnitee agrees to the complete control of such defense or settlement by the Indemnitor. Notwithstanding the foregoing, the Indemnitor shall not enter into any settlement that would adversely affect the Indemnitee's rights hereunder, or impose any obligations on the Indemnitee in addition to those set forth herein in order for it to exercise such rights, without Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. No failure to give such notice action, claim or other matter shall affect be settled without the prior written consent of the Indemnitor, which shall not be unreasonably withheld or delayed. The Indemnitor shall not be responsible for any attorneys' fees or other costs incurred other than as provided herein. The Indemnitee and its directors, officers, employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or other matter covered by the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitorthis Article 9. The Indemnitee shall have the right right, but not the obligation, to employ be represented in such defense by counsel of its own counsel in any such case, but the fees selection and expenses of such counsel shall be at the Indemnitee’s its own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitorexpense. Insurance. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. If a Party (a) The rights and obligations of each party claiming a right to indemnification hereunder (the “Indemnitee”) from intends to claim indemnification under this Article 8 (Indemnification; Limitation of Liability) it will promptly notify the other party indemnifying Party (the “Indemnitor”) shall in writing of any claim, demand, action or other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor will assume control of the defense thereof, with counsel of its choice; provided that Indemnitor will not settle any such proceeding in a manner that requires the Indemnitee to admit to any legal violation or assume any liability that is not paid for in its entirety by Indemnitor without Indemnitee’s prior written consent, not to be governed by the following rules: (i) unreasonably withheld. The Indemnitee shall give prompt will have the right to retain its own counsel and participate in the defense thereof, with the fees and expenses to be paid at its own expense. The indemnity agreement in this Article 8 (Indemnification; Limitation of Liability) will not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor, which consent will not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor of any state of facts which Indemnitee determines will give rise to within a claim by reasonable time after the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense commencement of any such action, suit or proceeding. (v) The if prejudicial to its ability to defend such action, will relieve such Indemnitor shall make no settlement of any claims which Indemnitor has undertaken liability or obligation to defendthe Indemnitee under this Article 8 (Indemnification; Limitation of Liability). The Party claiming indemnification under this Article 8 (Indemnification; Limitation of Liability), without Indemnitee’s consentits employees and agents, unless will reasonably cooperate with the Indemnitor fully indemnifies and its legal representatives in the Indemnitee for all lossesinvestigation of any claim, there is no finding demand, action or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteeproceeding covered by this indemnification.

Indemnification Procedures. (a) The rights Any amount payable to the Purchaser pursuant to this Section 10 shall be due and obligations payable not later than two (2) Business Days before the Indemnifiable Tax becomes due and payable to the Taxing Authority. (b) If, after the Closing, any Taxing Authority informs Purchaser or any of each party claiming the Companies of a right proposed audit, assessment, dispute or other circumstance relating to indemnification hereunder (“Indemnitee”) any Tax with respect to which Seller may incur any liability hereunder, Purchaser shall notify Seller of such matter and make available to Seller copies of the received documents and other relevant documents of the Companies pertaining thereto. Purchaser shall give such notice and deliver such documents promptly, latest within ten Business Days after Purchaser or any of the Companies has received the relevant information or documents, as the case may be, from the Taxing Authority, or at any earlier date if required to enable Seller to participate in any Tax audit or to review the relevant Tax assessment within the applicable period available for an appeal or other party (“Indemnitor”) legal remedy. If Purchaser has reason to believe that a payment is to be made by Seller pursuant to Section 10.1, the Purchaser shall be governed by the following rules: (i) The Indemnitee shall give prompt send a written notice to the Indemnitor Seller without undue delay and shall include an estimate of the amount of such payment obligation. (c) Purchaser agrees, and shall cause Target, (i) to give Seller and/or its representatives the opportunity to participate in any audits, disputes, administrative, judicial or other proceedings related to any Tax for any Pre-Effective Date Tax Period, (ii) to comply with any instructions given by Seller and/or its representatives in relation to the conducting of such proceedings, and (iii) to challenge and litigate any Tax assessment or other decision of any state Taxing Authority related to such Tax as requested by Seller. When making any such instructions or requests, the Seller shall take reasonable economic interests of facts which Indemnitee determines the Purchaser and any of the Companies into account. Seller will give rise to a claim bear the reasonable cost and expenses (excluding any internal costs) of any such actions and proceedings requested by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis Seller. (d) If Purchaser has failed to comply with any of said claims and the amount thereof, its obligations set forth in this Section 10.4 Seller shall no longer be liable under Section 10.1 with respect to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except relevant Tax Loss to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend non-compliance has caused or increased the matter giving rise to the indemnification claimTax Loss. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. A party (the "Indemnitee") that intends to claim indemnification under this Article 9 shall: (a) The rights and obligations of each party claiming a right to indemnification hereunder (“Indemnitee”) from notify the other party (“the "Indemnitor”") shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice to the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, Liability with respect to which the Indemnitor may have liability under Indemnitee intends to claim indemnification as soon as practicable after the indemnity agreements contained herein, then upon the written acknowledgment by Indemnitee becomes aware of any such Liability; (b) permit the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute to assume the defense of thereof with counsel mutually satisfactory to the claim under such indemnity agreements and confirming that parties; and (c) cooperate with the claim is one with Indemnitor, at the Indemnitor's expense, in the defense thereof. With respect to any matter for which the Indemnitor is obligated has an obligation to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claimIndemnitee under this Agreement, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right to employ its own participate and be represented (at the Indemnitor's expense) by legal counsel of the Indemnitee's choice in all proceedings and negotiations, if representation by counsel retained by Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedings. The indemnity agreement in this Article 9 shall not apply to amounts paid in settlement of any Liability if such casesettlement is effected without the consent of the Indemnitor, but which consent shall not be unreasonably withheld. Failure of the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by Indemnitee to deliver notice to the Indemnitor in connection with within a reasonable time after becoming aware of a Liability shall relieve the defense Indemnitor of such action, suit or proceeding or (B) any liability to the Indemnitee shall have reasonably concluded and specifically notified pursuant to this Article 9 in the Indemnitor that there may be specific defenses available to it which are different from or additional to those available event such delay is prejudicial to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, 's ability to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of defend such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.

Indemnification Procedures. (a) The rights and obligations Promptly after receipt by an Indemnitee of each party claiming notice of the commencement of any action that may result in a right claim for indemnification pursuant to this Article 4, the Indemnitee shall notify the Indemnitor in writing within 30 days thereafter; provided, however, that any omission to so notify the Indemnitor will not relieve it of any liability for indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The Indemnitee shall give prompt written notice as to the Indemnitor of any state of facts particular item for which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, may then be sought (except to the extent such that the failure to give notice shall have been materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise prejudicial to the Indemnitor) nor from any other liability that it may have to any Indemnitee. The Indemnitor shall have the right to assume sole and exclusive control of the defense of any claim for indemnification claimpursuant to this Article 4, including the choice and direction of any legal counsel. (iib) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The An Indemnitee shall have the right to employ its own engage separate legal counsel in any such caseaction as to which indemnification may be sought under any provision of this Agreement and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense of such Indemnitee unless (Ai) the employment of such counsel and the payment of Indemnitor has agreed in writing to pay such fees and expenses both shall have been specifically authorized by expenses, (ii) the Indemnitor in connection with has failed to assume the defense thereof and engage legal counsel within a reasonable period of such actiontime after being given the notice required above, suit or proceeding or (Biii) the Indemnitee shall have reasonably concluded been advised by its legal counsel that representation of such Indemnitee and specifically notified other parties by the Indemnitor same legal counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same legal counsel has been proposed) due to actual or potential conflicts of interests between them. It is understood, however, that there may be specific defenses available to it which are different from or additional to those available to the extent more than one Indemnitee is entitled to engage separate legal counsel at the Indemnitor. ’s expense pursuant to clause (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys at any time for all such Indemnitees having the same or substantially similar claims against the Indemnitor, unless but only to the extent made necessary by such different the Indemnitees have actual or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultationpotential conflicting interests with each other. (ivc) The Indemnitee Indemnitor shall not be kept fully informed by the Indemnitor liable for any settlement of any action effected without its written consent, but if settled with such actionwritten consent, suit or proceeding at all stages thereof, whether or not it if there is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to a final judgment against the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies agrees to indemnify and hold harmless the Indemnitee for all lossesto the extent provided above from and against any loss, there is no finding claim, damage, liability or admission expense by reason of violation of law by, such settlement or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteejudgment.

Indemnification Procedures. Where this Agreement provides that a Party (the ‘Indemnitor’) is to indemnify, defend or hold harmless (as applicable) the other Party (or, in the case of SITA SC, the applicable SITA Group Company) (the ‘Indemnitee’) against a Claim (other than with respect to a Claim that involves Taxes or a Claim initiated by a Party hereto), the procedures set forth below shall apply. A failure of the Indemnitee to follow such procedures shall not affect the Indemnitor’s obligations under this Agreement; provided that the Indemnitor will be excused from its obligations under this clause 25.4 to the extent that the Indemnitee’s failure materially prejudices the Indemnitor’s ability to defend or settle the Claim. (a) The rights Indemnitee shall notify the Indemnitor in writing and obligations in reasonable detail of each party claiming a right to indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed Claim promptly following receipt by the following rules:Indemnitee of notice of such Claim. The Indemnitor will reimburse the Indemnitee for the reasonable fees and expenses of the Indemnitee’s counsel for the period between the Indemnitee’s receipt of notice of the Claim until the time, if any, that the Indemnitor assumes control of the defence of such Claim pursuant to clause 25.4(c). As far as reasonably practicable, the Indemnitee will also give the Indemnitor prompt notice of any event which it reasonably believes is likely to give rise to a Claim which the Indemnitor would be obligated to indemnify under this Agreement (ib) The Indemnitee shall give prompt written notice deliver to the Indemnitor promptly following the Indemnitee’s receipt thereof copies of any state of facts which Indemnitee determines will give rise to a claim all notices received by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, relating to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claimClaim. (iic) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which If the Indemnitor may have liability under notifies the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor Indemnitee within thirty days of the bringing of such action, suit or proceeding a reasonable time that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay assuming the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose defence of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, Claim at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of agrees that (i) the Indemnitor relating will have the exclusive right to such proceedings defend, investigate, litigate, compromise and settle the Claim (including the selection of attorneys); (ii) the Indemnitor may make any settlement or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense compromise of any such action, suit or proceeding. (v) Claim that only involves the payment of money without any requirement to seek Consent from the Indemnitee. The Indemnitor shall make no settlement or compromise of a Claim that could directly or indirectly adversely impact the Indemnitee in any claims which way (including by way of example an admission of liability or a promise of future conduct or of the avoidance of certain conduct), without the Indemnitee’s prior Consent. (d) If the Indemnitor assumes the defence of the Claim under clause 25.4(c), the Indemnitee shall, at the request of the Indemnitor, provide the Indemnitor with all reasonable assistance and co-operation for the purpose of contesting any Claim brought against the Indemnitee. The Indemnitor shall promptly reimburse the Indemnitee for the Indemnitee’s reasonable costs of providing such assistance and co-operation. (e) If the Indemnitor does not assume the defence of a Claim under clause 25.4(c) within a reasonable time after the Indemnitee has undertaken notified the Indemnitor of a Claim under clause 25.4(c), the Indemnitor shall have the right to defend, without Indemnitee’s consentinvestigate, unless litigate, compromise or settle such Claim on behalf of, and for the account of, the Indemnitor fully indemnifies if it sends a further written notice to Indemnitor’s General Counsel that it intends to do so and the Indemnitor Services Agreement 94 Dated: 30 November 2001 Restated Version with Amendment No. 1 (Errata) Commercial-in-Confidence does not notify the Indemnitee for all losses, there that the Indemnitor is no finding or admission assuming the defence of violation the Claim under clause 25.4(c) within ten (10) days. Except where the Indemnitee retains the defence of law by, or effect on any other claims that may be made againstthe Claim under the preceding sentence, the Indemnitee and shall not make any admission with respect to, or agree to settle or compromise, any Claim or take any other action which may be prejudicial to the relief granted in connection therewith requires no action on defence or settlement of any Claim, without the part Indemnitor’s prior Consent after disclosure to the Indemnitor of and has no effect on the Indemniteerelevant circumstances.

Indemnification Procedures. (a) The rights If any action shall be brought against Lender based upon any of the matters for which Lender is indemnified hereunder, Lender shall notify the Guarantor in writing thereof and the Guarantor shall promptly assume the defense thereof, including, without limitation, the employment of counsel reasonably acceptable to Lender and the negotiation of any settlement; provided, however, that any failure of Lender to notify the Guarantor of such matter shall not impair or reduce the obligations of each party claiming a right to indemnification hereunder the Guarantor hereunder. Lender shall have the right, at the expense of the Guarantor (“Indemnitee”) from the other party (“Indemnitor”) which expense shall be governed included in Costs), to employ separate counsel in any such action and to participate in the defense thereof. In the event the Guarantor shall fail to discharge or undertake to defend Lender against any claim, loss or liability for which Lender is indemnified hereunder, such failure shall constitute an Event of Default and Lender may, at its sole option and election, defend or settle such claim, loss or liability. The liability of the Guarantor to Lender hereunder shall be conclusively established by such settlement, provided such settlement is made in good faith, the following rules:amount of such liability to include both the settlement consideration and the costs and expenses, including, without limitation, attorneys' fees and disbursements, incurred by Lender in effecting such settlement. In such event, such settlement consideration, costs and expenses shall be included in Costs and the Guarantor shall pay the same as hereinafter provided. Lender's good faith in any such settlement shall be conclusively established if the settlement is made on the advice of independent legal counsel for Lender. (b) The Guarantor shall not, without the prior written consent of Lender, (i) The Indemnitee shall give prompt written notice to the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by the Indemnitee against the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event settle or compromise any action, suit suit, proceeding or proceeding is brought against claim or consent to the Indemnitee, with respect to which entry of any judgment that does not include as an unconditional term thereof the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment delivery by the Indemnitor within thirty days claimant or plaintiff to Lender of the bringing a full and complete written release of Lender (in form, scope and substance satisfactory to Lender in its sole discretion) from all liability in respect of such action, suit suit, proceeding or proceeding that it is undertaking claim and will prosecute the defense a dismissal with prejudice of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit suit, proceeding or claim; or (ii) settle or compromise any action, suit, proceeding or claim in any manner that may adversely 4 (including all proceedings on appeal or for review which counsel for the Indemnitee c) All Costs shall deem appropriate) may be defended by the Indemnitor. Howeverimmediately reimbursable to Lender when and as incurred and, in the event of any litigation, claim or other proceeding, without any requirement of waiting for the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses ultimate outcome of such counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such actionlitigation, suit claim or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigationother proceeding, and the parties hereto agree Guarantor shall pay to render Lender any and all Costs within ten (10) days after written notice from Lender itemizing the amounts thereof incurred to each other the date of such assistance as they may reasonably require of each other in order notice. In addition to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made againstremedy available for the failure of the. Guarantor to periodically pay such Costs, if not paid within said ten-day period, shall bear interest at the Indemnitee and Default Rate from the relief granted date incurred until the date they are paid in connection therewith requires no action on the part of and has no effect on the Indemniteefull.

Indemnification Procedures. (a) The rights and obligations In the event that a party shall incur or suffer any Damages in respect of each party claiming a right to which indemnification hereunder (“Indemnitee”) from the other may be sought hereunder, such party (“Indemnitor”the "Indemnitee") shall be governed may assert a claim for indemnification by the following rules: (i) The Indemnitee shall give prompt written notice (the "Notice") to the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim by party from whom indemnification is being sought (the Indemnitee against the Indemnitor based on the indemnity agreements contained herein"Indemnitor"), stating the amount of Damages, if known, and the nature and basis of said claims and such claim. In the amount thereofcase of Damages arising or which may arise by reason of any third party Action, promptly after receipt by the Indemnitee of written notice of the assertion or the commencement of any Action with respect to any matter in respect of which indemnification may be sought hereunder, the Indemnitee shall give Notice to the extent known. No Indemnitor with respect thereto, provided that failure of the Indemnitee to give such the Indemnitor prompt notice as provided herein shall affect not relieve the indemnification Indemnitor of any of its obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated materially prejudiced by such failure. If the Indemnitor acknowledges in writing its obligation to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. Howeverhereunder, in the event the Indemnitor shall not offer reasonable assurances as be entitled to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose thereof, at its sole expense, by written notice of its intention to do so to the Indemnitee within 30 days after receipt of the claim, after 30 days prior written notice to the IndemnitorNotice. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by If the Indemnitor in connection with shall assume the defense of such actionAction, suit it shall not settle such Action or proceeding consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or judgment (Bi) includes as an unconditional term thereof the giving by the claimant or the plaintiff of a release of the Indemnitee from all liability with respect to such Action and (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnitee and does not otherwise adversely affect the Indemnitee, other than as a result of the imposition of financial obligations for which such Indemnitee will be indemnified hereunder. As long as the Indemnitor is contesting any such Action in good faith and on a timely basis, the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from not pay or additional to those available to the Indemnitor. (iii) In addition, in settle any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the Indemnitee. If Indemnitor and Indemnitee cannot agree on a mechanism to separate the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shall, at the Indemnitor’s expense, make available to the Indemnitee and its attorneys and accountants all books and records of the Indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemnitee.claims

Indemnification Procedures. If an Indemnitee seeks indemnification under this Agreement, the Indemnitee will: (ai) The rights give prompt notice to Licensor concerning the existence of the indemnifiable event; (ii) grant authority to Licensor to defend or settle any related action or claim; and, (iii) provide, at Licensor’s expense, such information, cooperation and obligations assistance to Licensor as may be reasonably necessary for Licensor to defend or settle the claim or action. An Indemnitee’s failure to give prompt notice shall not constitute a waiver of each party claiming a the Indemnitee’s right to indemnification hereunder (“Indemnitee”) from and shall affect Licensor’s indemnification obligations only to the other party (“Indemnitor”) shall be governed extent that Licensor’s rights are materially prejudiced by such failure or delay. Notwithstanding anything to the following rules: contrary set forth herein, (i) The an Indemnitee shall give prompt written notice may participate, at its own expense, in any defense and settlement directly or through counsel of its choice, and (ii) Licensor will not enter into any settlement agreement on terms that would diminish the rights provided to the Indemnitor of any state of facts which Indemnitee determines will give rise to a claim or increase the obligations assumed by the Indemnitee against under this Agreement, without the Indemnitor based on the indemnity agreements contained herein, stating the nature and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute the defense of the claim under such indemnity agreements and confirming that the claim is one with respect to which the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event the Indemnitor shall not offer reasonable assurances as to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume the defense and dispose of the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee 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 Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized by the Indemnitor in connection with the defense of such action, suit or proceeding or (B) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific defenses available to it which are different from or additional to those available to the Indemnitor. (iii) In addition, in any event specified in clause (B) of the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf consent of the Indemnitee. If Indemnitor and Licensor elects not to defend any claim as is required under this Agreement, the Indemnitee cannot agree on a mechanism will have the right to separate defend or settle the defense of matters extending beyond the scope of indemnification, such matters shall be defended on the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor of such action, suit or proceeding at all stages thereof, whether or not claim as it is represented by counsel. The Indemnitor shallmay deem appropriate, at the Indemnitor’s expense, make available to the Indemnitee cost and its attorneys and accountants all books and records expense of the Indemnitor relating to such proceedings or litigationLicensor, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies Licensor will promptly reimburse the Indemnitee for all lossescosts, there is no finding or admission of violation of law byexpenses, or effect on any settlement amounts and other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the IndemniteeDamages.

Indemnification Procedures. (a) The rights and obligations If an Indemnitee receives written notice of each party claiming a right to Claim that the Indemnitee believes may result in a claim for indemnification hereunder (“Indemnitee”) from the other party (“Indemnitor”) shall be governed by the following rules: (i) The under this Article 8, such Indemnitee shall give prompt written notice deliver an Indemnification Claim to the Indemnitor in accordance with the provisions of any state of facts which Indemnitee determines will give rise to a claim by Section 8.3. If the Indemnitee against [***], then the Indemnitor based on shall have the indemnity agreements contained herein, stating the nature right to assume and basis of said claims and the amount thereof, to the extent known. No failure to give such notice shall affect the indemnification obligations of Indemnitor hereunder, except to the extent such failure materially prejudices such Indemnitor’s ability successfully to defend the matter giving rise to the indemnification claim. (ii) In the event any action, suit or proceeding is brought against the Indemnitee, with respect to which the Indemnitor may have liability under the indemnity agreements contained herein, then upon the written acknowledgment by the Indemnitor within thirty days of the bringing of such action, suit or proceeding that it is undertaking and will prosecute control the defense of the claim under Claim, at its own expense with counsel selected by it and reasonably acceptable to the Indemnitee, by delivering written notice of its assumption of such indemnity agreements and confirming that defense to the claim is one with respect to which Indemnitee within [***] of its receipt of notice of such Claim from the Indemnitor is obligated to indemnify and that it will be able to pay the full amount of potential liability in connection with any such claim, the action, suit or proceeding (including all proceedings on appeal or for review which counsel for the Indemnitee shall deem appropriate) may be defended by the Indemnitor. However, in the event but the Indemnitor shall not offer reasonable assurances as in any event have the right to its financial capacity to satisfy any final judgment or settlement, the Indemnitee may assume and control the defense and dispose of a Claim that [***], whichever is first); provided, however, that the claim, after 30 days prior written notice to the Indemnitor. The Indemnitee shall have the right to employ retain its own counsel in any such casecounsel, but with the reasonable fees and expenses to be paid by the Indemnitor, if (a) representation of such the Indemnitee by the counsel shall be at the Indemnitee’s own expense unless (A) the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized retained by the Indemnitor in connection with would be inappropriate due to actual or potential conflict of interests between such Indemnitee and Indemnitor, (b) the defense of such actionIndemnitor has failed within a reasonable time to retain counsel, suit or proceeding or (Bc) the Indemnitee shall have reasonably concluded and specifically notified the Indemnitor that there may be specific legal defenses available to it which that are different from or additional in addition to those available to the Indemnitor. , or (iii) In addition, in any event specified in clause (B) of d)[***]. If the second sentence of subparagraph (ii) above, the Indemnitor, to the extent made necessary by such different or additional defenses, shall not have the right to direct Indemnitor assumes and controls the defense of such actionClaim, suit the Indemnitor shall keep the Indemnitee reasonably apprised of the status of the Claim and the Indemnitee shall be entitled to otherwise monitor such Claim at its sole cost and expense. If the Claim [***] against or proceeding from the Indemnitee or if the Indemnitor does not assume the defense of the Claim as described in this Section 8.4, the Indemnitee shall be permitted to assume and control the defense of such Claim (but shall have no obligation to do so) and in such event shall be entitled to settle or compromise the Indemnification Claims in its sole and reasonable discretion, provided that if the Indemnitee is entitled to assume the defense of the Claim pursuant to this Section 8.4 solely because the Claim [***] against or from the Indemnitee, then the Indemnitee shall not settle or compromise such Indemnification Claims in any manner that involves [***] without the prior written consent of the Indemnitor, which consent the Indemnitor shall not unreasonably withhold, condition or delay. If the Indemnitor has assumed and controls the defense of the Claim in accordance with this Section 8.4, (i) the Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed and (ii) the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that would result in the payment of amounts by the Indemnitee, impose any other obligation on behalf the Indemnitee or otherwise have an adverse effect on the Indemnitee’s rights or interests (including any rights under this Celgene Lead Co-Co Agreement or the Equity Purchase Agreement or the scope or enforceability of any Patents or Know-How licensed by one Party to another Party pursuant to this Celgene Lead Co-Co Agreement or any other Development & Commercialization Agreement, or the Master [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Collaboration Agreement), without the prior written consent of the Indemnitee. If Indemnitor and Indemnitee canIn each case, the Party that is not agree on a mechanism to separate controlling the defense of matters extending beyond any Claim shall reasonably cooperate with the scope of indemnification, such matters shall be defended on Party that is controlling the basis of joint consultation. (iv) The Indemnitee shall be kept fully informed by the Indemnitor defense of such action, suit or proceeding at all stages thereof, whether or not it is represented by counsel. The Indemnitor shallClaim, at the Indemnitornon-controlling Party’s expense, expense and shall make available to the Indemnitee and its attorneys and accountants controlling Party all books and records pertinent information under the control of the Indemnitor relating non-controlling Party, which information shall be subject to such proceedings or litigationArticle 8 of the Master Collaboration Agreement. Each Party shall use commercially reasonable efforts to avoid production of Confidential Information of the other Party (consistent with applicable Law and rules of procedure), and the parties hereto agree to render cause all communications among employees, counsel and other representatives of such Party to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding. (v) The Indemnitor shall make no settlement of any claims which Indemnitor has undertaken to defend, without Indemnitee’s consent, unless the Indemnitor fully indemnifies the Indemnitee for all losses, there is no finding or admission of violation of law by, or effect on any other claims that may be made against, the Indemnitee and the relief granted in connection therewith requires no action on the part of and has no effect on the Indemniteeso as to preserve any applicable attorney-client or work-product privileges.