Common use of Indemnification Procedures Clause in Contracts

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

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

Indemnification Procedures. The Party seeking indemnification (individuallyExcept as provided below in Section 6 with respect to contribution, the “indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party”), shall promptly notify assume the other Party (defense of any such action or claim in reasonable cooperation with, and with the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityreasonable cooperation of, the Indemnified Party. The Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of any the Indemnified Party; provided, however, that the fees and expenses of such Claim separate counsel shall be at its own cost the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenseexpenses, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may shall have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election failed to assume the defense of such Claimaction or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall be liable not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party for such legal or other expenses subsequently incurred by the Indemnified Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the defense thereof same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all the request Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Representative in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party. As Party and then only to those Claims with respect to which the Indemnifying Party does not elect to assume control extent of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyprejudice.

Indemnification Procedures. The Party seeking indemnification (individuallyExcept as provided below in Section 6 with respect to contribution, the “indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party”), shall promptly notify assume the other Party (defense of any such action or claim in reasonable cooperation with, and with the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityreasonable cooperation of, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the . The Indemnified Party will have the right to participate employ its own counsel in the defense of any such Claim action in addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its own cost and expenseexpense has been authorized in writing by the Indemnifying Party, (iib) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will has not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense in fact employed counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claimaction within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and such Indemnified Parties by the same counsel would be inappropriate or contrary to prudent practice (in which case, if such Indemnified Parties notify the Indemnifying Party in writing that they elect to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall be liable not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Parties, it being understood, however, that the Indemnifying Party for such legal or other expenses subsequently incurred by the Indemnified Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the defense thereof same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Seller Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Seller in respect of the Seller Parties, by the Underwriters in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the request expense of the Indemnifying PartyParty and all such fees and expenses will be reimbursed promptly as they are incurred. As to those Claims with respect to which The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party does not elect to assume control of the defense, the shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party will afford to comply with the provisions of this Section shall relieve the Indemnifying Party an opportunity of liability only if such failure is prejudicial to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent position of the Indemnifying PartyParty and then only to the extent of such prejudice.

Indemnification Procedures. The Party seeking indemnification Each of the Company’s obligations in Section 4.1 and Provider’s obligations in Section 4.2 above (individuallyeach of Company and Provider, the “Indemnified Party”)as applicable, shall promptly notify the other Party (the “Indemnifying Party”) are contingent upon the Provider Indemnitee or the Company Indemnitee, as applicable (each, the “Indemnitee”), promptly notifying the Indemnifying Party in writing of the Claim. Such Third Party Claim for indemnity shall indicate and, except with respect to Taxes, promptly tendering the nature control of the defense and settlement of any such Third Party Claim to the Indemnifying Party at the Indemnifying Party’s expense and with the basis thereforIndemnifying Party’s choice of counsel. Promptly after a Claim is made for which In connection with the Indemnified Party seeks indemnityforegoing, the Indemnified indemnification obligation of Indemnifying Party to the Indemnitee shall permit be reduced if and to the extent the failure of an Indemnitee to provide such notice and tender of control actually prejudices the outcome of any such claim; provided, however, that the foregoing notice requirement shall not apply if Provider or one of its Affiliates is the Managing Member at such time. The Indemnitee shall also cooperate with the Indemnifying Party, at its option and the Indemnifying Party’s expense, to assume in defending or settling such Third Party Claim and the complete Indemnitee may join in defense with counsel of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim its choice at its own cost and expense, (ii) the . An Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of moneymay not, without the approval of the Indemnified Party, prior written consent (such consent not to be unreasonably withheld; and provided) of an Indemnitee, furthersettle, that if it is reasonably likely that the Parties may have conflicting interests compromise or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment regarding a Third Party Claim the defense of which has been assumed by the Indemnifying Party unless such settlement, compromise or enter into any settlement which consent (i) does not includecontain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnitee; and (ii) does not contain any equitable order, as an unconditional judgment or term thereofthat in any manner affects, restrains or interferes with the giving by business of the claimant Indemnitee or plaintiff any of the Indemnitee’s Affiliates. An Indemnitee may not settle, compromise or consent to the Indemnified entry of any judgment regarding any Third Party Claim for which indemnification is sought and the defense of a release from all liability in respect thereof. After notice to the Indemnified Party of which has not been assumed by the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. Each Indemnifying Party’s obligations under Section 4.1 or Section 4.2, as applicable, shall survive the expiration or termination of this Agreement.

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

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

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

Indemnification Procedures. The Party seeking indemnification (individuallyExcept as provided below in Section 6 with respect to contribution, the “indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; PROVIDED, HOWEVER, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party”), shall promptly notify assume the other Party (defense of any such action or claim in reasonable cooperation with, and with the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityreasonable cooperation of, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the . The Indemnified Party will have the right to participate employ its own counsel in the defense of any such Claim action in addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its own cost and expenseexpense has been authorized in writing by the Indemnifying Party, (iib) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will has not agree in fact employed counsel satisfactory to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election Financial Security to assume the defense of such Claimaction within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and such Indemnified Parties by the same counsel would be inappropriate or contrary to prudent practice (in which case, if such Indemnified Parties notify the Indemnifying Party in writing that they elect to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall be liable not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Parties, it being understood, however, that the Indemnifying Party for such legal or other expenses subsequently incurred by the Indemnified Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the defense thereof same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Seller Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Seller in respect of the Seller Parties, by the Underwriters in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the request expense of the Indemnifying PartyParty and all such fees and expenses will be reimbursed promptly as they are incurred. As to those Claims with respect to which The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party does not elect to assume control of the defense, the shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party will afford to comply with the provisions of this Section shall relieve the Indemnifying Party an opportunity of liability only if such failure is prejudicial to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent position of the Indemnifying PartyParty and then only to the extent of such prejudice.

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

Indemnification Procedures. The Party seeking Promptly after receipt by a party entitled to claim indemnification hereunder (individually, the an “Indemnified Party”)) of notice of the commencement of any action, shall promptly notify the other such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (the an “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity), the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) notify the Indemnifying Party will conduct in writing thereof, but the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) omission so to notify the Indemnifying Party will shall not agree relieve it from any liability which it may have to any settlement that would admit liability on the part of the such Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; under this Section 6.3 and provided, further, that if shall only relieve it is reasonably likely that the Parties from any liability which it may have conflicting interests or to such Indemnified Party under this Section 6.3 if it is otherwise not advisable under applicable legal and ethical requirements for to the extent the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel Party is prejudiced by such omission. In case any such action shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of brought against any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to and it shall notify the Indemnified Indemnifying Party of the Indemnifying Party’s election to assume the defense of such Claimcommencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to the such Indemnified Party under this Section 6.3 for such any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof at thereof; if the request Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyas incurred.

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

Indemnification Procedures. The Party seeking indemnification (individuallyExcept as provided below in -------------------------- Section 6 with respect to contribution, the “indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be -------- ------- entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party”), shall promptly notify assume the other Party (defense of any such action or claim in reasonable cooperation with, and with the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityreasonable cooperation of, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the . The Indemnified Party will have the right to participate employ its own counsel in the defense of any such Claim action in addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its own cost and expenseexpense has been authorized in writing by the Indemnifying Party, (iib) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will has not agree in fact employed counsel satisfactory to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election Financial Security to assume the defense of such Claimaction within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and such Indemnified Parties by the same counsel would be inappropriate or contrary to prudent practice (in which case, if such Indemnified Parties notify the Indemnifying Party in writing that they elect to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall be liable not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Parties, it being understood, however, that the Indemnifying Party for such legal or other expenses subsequently incurred by the Indemnified Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the defense thereof same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Seller Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Seller in respect of the Seller Parties, by the Underwriters in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the request expense of the Indemnifying PartyParty and all such fees and expenses will be reimbursed promptly as they are incurred. As to those Claims with respect to which The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party does not elect to assume control of the defense, the shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party will afford to comply with the provisions of this Section shall relieve the Indemnifying Party an opportunity of liability only if such failure is prejudicial to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent position of the Indemnifying PartyParty and then only to the extent of such prejudice.

Indemnification Procedures. The Party seeking indemnification (individuallyExcept as provided below in Section 6 with respect to contribution, the “indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party”), shall promptly notify assume the other Party (defense of any such action or claim in reasonable cooperation with, and with the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityreasonable cooperation of, the Indemnified Party. The Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of any the Indemnified Party; provided, however, that the fees and expenses of such Claim separate counsel shall be at its own cost the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenseexpenses, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may shall have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election failed to assume the defense of such Claimaction or proceeding and employ counsel satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice, in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall be liable not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party for such legal or other expenses subsequently incurred by the Indemnified Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the defense thereof same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all the request Company Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Company in respect of the Company Parties, by the Underwriter in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party. As Party and then only to those Claims with respect to which the Indemnifying Party does not elect to assume control extent of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyprejudice.

Indemnification Procedures. The Party seeking Promptly after receipt by a party entitled to claim indemnification hereunder (individually, the an “Indemnified Party”)) of notice of the commencement of any action, shall promptly notify the other such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (the an “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity), the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) notify the Indemnifying Party will conduct in writing thereof, but the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) omission so to notify the Indemnifying Party will shall not agree relieve it from any liability which it may have to any settlement that would admit liability on the part of the such Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; under this Section 6.3 and provided, further, that if shall only relieve it is reasonably likely that the Parties from any liability which it may have conflicting interests or to such Indemnified Party under this Section 6.3 if it is otherwise not advisable under applicable legal and ethical requirements for to the extent the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel Party is prejudiced by such omission. In case any such action shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of brought against any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to and it shall notify the Indemnified Indemnifying Party of the Indemnifying Party’s election to assume the defense of such Claimcommencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to the such Indemnified Party under this Section 6.3 for such any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof at thereof; if the request Indemnified Party retains its own counsel, then the Indemnified Party shall pay all reasonable and documented fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable and documented expenses and fees of such separate counsel and other reasonable and documented expenses related to such participation to be reimbursed by the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyas incurred.

Indemnification Procedures. The Party seeking indemnification (individuallyExcept as provided below in Section 6 with respect to contribution or in Section 7(e), the “indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party”), shall promptly notify assume the other Party (defense of any such action or claim in reasonable cooperation with, and with the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityreasonable cooperation of, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the . The Indemnified Party will have the right to participate employ its own counsel in the defense of any such Claim action in addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its own cost and expenseexpense has been authorized in writing by the Indemnifying Party, (iib) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will has not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense in fact employed counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claimaction within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party (it being understood, however, that the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the defense thereof same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Depositor Parties, one such firm for all Underwriter Parties, one such firm for Company Parties, one such firm for all Seller Parties, one such firm for all Originator Parties, one such firm for all Issuer Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Depositor in respect of the Depositor Parties, by the Underwriter in respect of the Underwriter Parties, by the Company in respect of the Company Parties, by the Seller in respect of the Seller Parties, by the Originators in respect of the Originator Parties, by the Issuer in respect of the Issuer Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the request expense of the Indemnifying PartyParty and all such fees and expenses will be reimbursed promptly as they are incurred. As to those Claims with respect to which The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party does not elect to assume control of the defense, the shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party will afford to comply with the provisions of this Section shall relieve the Indemnifying Party an opportunity of liability only if such failure is prejudicial to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent position of the Indemnifying PartyParty and then only to the extent of such prejudice.

Indemnification Procedures. The Each Party’s agreement to indemnify, defend, and hold harmless under Section 10.1 or 10.2, as applicable, is conditioned upon the indemnified party (a) providing written notice to the indemnifying Party seeking of any claim, demand or action arising out of the indemnified matter as soon as reasonably possible, and in any event no later than within thirty (30) Calendar Days after the indemnified Party has actual knowledge of such claim, demand or action, (b) permitting the indemnifying Party to assume control over the investigation of, preparation and defense against, and settlement or voluntary disposition of any such claim, demand or action, (c) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation, preparation, defense, and settlement or voluntary disposition of any such claim, demand or action, and (d) not compromising, settling, or entering into any voluntary disposition of any such claim, demand or action without the indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that, if the party entitled to indemnification (individually, the “Indemnified Party”), shall fails to promptly notify the other indemnifying Party pursuant to the foregoing clause (a), the “Indemnifying Party”) indemnifying Party will only be relieved of its indemnification obligation to the extent materially prejudiced by such failure. In no event may the indemnifying Party compromise, settle, or enter into any voluntary disposition of any claim, demand or action in writing any manner that admits material fault or wrongdoing on the part of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit indemnified party or incurs non-indemnified liability on the part of the Indemnified Party or involve relief other than payment of money, indemnified party without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the prior written consent of the Indemnified Partyindemnified party, consent and in no event may the indemnifying Party settle, compromise, or agree to the entry any voluntary disposition of any judgment or enter into matter subject to indemnification hereunder in any settlement manner which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party may adversely affect any portion of the Indemnifying PartyAvadel Technology, or Cerecor’s election ability to assume the defense of such Claimexploit Avadel Technology or Develop, the Indemnifying Party shall be liable to the Indemnified Party for such legal manufacture, or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying PartyCommercialize Products without Cerecor’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyprior written consent.

Indemnification Procedures. The Party seeking indemnification Except with respect to Taxes, each of a Seller’s obligations in Section 4.3 and Purchaser’s obligations in Section 4.4 above (individuallyeach of a Seller and Purchaser, the “Indemnified Party”)as applicable, shall promptly notify the other Party (the “Indemnifying Party”) with respect to any third party claim are contingent upon the Seller Indemnified Parties or the Purchaser Indemnified Parties (each, as applicable, the “Indemnitee”), promptly notifying the Indemnifying Party in writing of such claim and promptly tendering the Claim. Such Claim for indemnity shall indicate the nature control of the Claim defense and settlement of any such claim to the basis thereforIndemnifying Party at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel. Promptly after a Claim is made for which In connection with the Indemnified Party seeks indemnityforegoing, the Indemnified indemnification obligation of Indemnifying Party to the Indemnitee shall permit be reduced if and to the extent the failure of an Indemnitee to provide such notice and tender of control actually prejudices the outcome of any such claim; provided that the foregoing shall not apply so long as the Managing Member of Purchaser is an Affiliate of a Seller. The Indemnitee shall also cooperate with the Indemnifying Party, at its option and the Indemnifying Party’s expense, to assume in defending or settling such claim and the complete Indemnitee may join in defense with counsel of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim its choice at its own cost and expense, (ii) the . An Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of moneymay not, without the approval of the Indemnified Party, prior written consent (such consent not to be unreasonably withheld; and provided) of an Indemnitee, furthersettle, that if it is reasonably likely that the Parties may have conflicting interests compromise or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment regarding a third party claim, the defense of *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. Development, EPC and Purchase Agreement which has been assumed by the Indemnifying Party unless such settlement, compromise or enter into any settlement which consent (a) does not includecontain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnitee; and (b) does not contain any equitable order, as an unconditional judgment or term thereofthat in any manner affects, restrains or interferes with the giving by business of the claimant Indemnitee or plaintiff any of the Indemnitee’s Affiliates. An Indemnitee may not settle, compromise or consent to the Indemnified Party entry of a release from all liability in respect thereof. After notice to any judgment regarding any third party claim for which indemnification is sought and the Indemnified Party defense of which has not been assumed by the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed.

Indemnification Procedures. The Party seeking A party entitled to indemnification pursuant to this Agreement (individually, the an “Indemnified Party”)) shall, shall promptly with respect to any claim made against such Indemnified Party for which indemnification is available, notify the other Party party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly claim as soon as practicable but not more than ten days after a Claim is made for which the Indemnified Party seeks indemnityreceives notice of the assertion of the claim. Upon receipt of notice of the assertion of a claim, the Indemnifying Party may, at its option, assume the defense of the claim, and if so, the Indemnifying Party shall employ counsel reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to employ separate counsel and to participate in the defense of in, and to control any such Claim action, and the reasonable fees and expenses of such counsel shall be at its own cost and expense, (ii) the expense of the Indemnifying Party. An Indemnifying Party will conduct the defense shall not be liable for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld), nor shall an Indemnifying Party settle any such Claim with due regard for action without the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part written consent of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, (which consent shall not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense). The No Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, include as an unconditional term thereof, thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in with respect thereofto the claim. After notice to Each of the Indemnifying Party and the Indemnified Party of the Indemnifying Party’s election to assume shall cooperate in the defense of any claim for which indemnification is available and shall furnish such Claimrecords, the Indemnifying Party information, testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be requested. For purposes of this section 10.3, references to a “claim” shall be liable construed broadly, so as to the Indemnified Party for such legal or other expenses subsequently incurred by encompass all claims made against the Indemnified Party in connection with the defense thereof at the request a legal action for which indemnification is available under this article X. The Indemnifying Party shall pay all amounts for which it is responsible under this article X, promptly and in any event within 10 days of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in date any such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyamounts are incurred.

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

Indemnification Procedures. The Party seeking indemnification In case any proceeding (individuallyincluding any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either Section 6(a) or 6(b), such person (the “Indemnified Party”), ) shall promptly notify the other Party person from whom such indemnity may be sought (the “Indemnifying Party”) in writing (provided that failure to so notify an indemnifying party shall not relieve such Indemnifying Party from any liability under Section 6(a) or 6(b) to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of the Claim. Such Claim for this indemnity shall indicate the nature of the Claim agreement) and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless (iiii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of and the Indemnified Party shall have mutually agreed in writing to the retention of such counsel or involve relief other than payment (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of moneyboth parties by the same counsel would be inappropriate due to actual or potential differing interests between them or different legal defenses available to them. It is understood that the Indemnifying Party shall not, without the approval in respect of the legal expenses of any Indemnified PartyParty in connection with any proceeding or related proceedings in the same jurisdiction, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements liable for the Indemnifying Party’s defense counsel fees and expenses of more than one separate firm (in addition to represent both Parties, separate independent counsel any local counsel) for all such Indemnified Parties and that all such fees and expenses shall be retained for each Party at its own expensereimbursed as they are incurred. Such firm shall be designated in writing by the Representative, in the case of parties indemnified pursuant to Section 6(a) above, and by the Company, in the case of parties indemnified pursuant to Section 6(b) above. The Indemnifying Party will not, in defense shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such Claimconsent or if there be a final judgment for the plaintiff, except the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the first and second sentences of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to the entry effect any settlement of any judgment pending or enter into threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement which does not include, as includes an unconditional term thereof, the giving by the claimant or plaintiff to the release of such Indemnified Party of a release from all liability in respect thereof. After notice to on claims that are the Indemnified Party of the Indemnifying Party’s election to assume the defense subject matter of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party proceeding and does not elect include any statement as to assume control or any admission of the defensefault, the Indemnified Party will afford the Indemnifying Party an opportunity culpability or a failure to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle act by or otherwise dispose on behalf of any of the same without the consent of the Indemnifying Indemnified Party.

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

Indemnification Procedures. The (a) In order for any Acquiror Company Indemnified Party seeking indemnification or Company Indemnified Party (individuallycollectively, the an “Indemnified Party”)) to be entitled to any indemnification provided for under this ARTICLE IX of this Agreement, the Indemnified Party shall promptly notify deliver notice of its claim for indemnification to the other Party party from whom indemnity pursuant to this Agreement is claimed (the an “Indemnifying Party”) in writing with reasonable promptness after determining to make such claim. The failure by any Indemnified Party to notify the Indemnifying Party shall not relieve any relevant Indemnifying Party from any liability which he or it may have to such Indemnified Party under this Agreement, except to the extent that such claim for indemnification involves the claim of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which third party against the Indemnified Party seeks indemnity, and the Indemnifying Party shall have been actually prejudiced by such failure. If an indemnifying party does not notify the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense within thirty (30) calendar days following receipt by it of such Claim, provided notice that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit disputes its liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of under this Agreement, such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred claim specified by the Indemnified Party in connection with such notice shall be conclusively deemed a liability of such Indemnifying Party under this Agreement and such Indemnifying Party shall pay the defense thereof at amount of such liability to the request Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If an Indemnifying Party. As to those Claims Party has timely disputed its liability with respect to which the such claim, as provided above, such Indemnifying Party does not elect to assume control of the defense, and the Indemnified Party will afford shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation or such other means as determined by the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyparties.

Indemnification Procedures. The Party seeking With respect to third-party claims, all claims for indemnification by each of ADI or Artistic or their affiliates, as the case may be (individually, the “an "Indemnified Party”") hereunder shall be asserted and resolved as set forth in this Section 5.5. In the event that any writ- ten claim or demand for which ADI or Artistic, as the case may be (an "Indemnifying Party"), would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party (a "Third Party Claim"), such Indemnified Party shall promptly notify the other Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the “"Claim Notice"); provided that failure of such Indemnified Party to give prompt notice as provided herein shall not relieve the Indemnifying Party”) in writing Party of any of its obligations hereunder, except to the Claimextent that the Indemnifying Party is materially prejudiced by such failure. Such Claim for indemnity The Indemnifying Party shall indicate have 20 days from the nature personal delivery or mailing of the Claim and Notice (the basis therefor. Promptly after a Claim is made for which "Notice Period") to notify the Indemnified Party seeks indemnity, (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All reasonable costs and expenses incurred by the Indemnified Party in defending such claim or demand shall permit be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, at its option and expense, to assume in the complete defense of such Claim, provided event that (i) the Indemnifying Party notifies the Indemnified Party will within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to participate in defend the defense Indemnified Party by appropriate proceedings, through counsel of any such Claim at its own cost and expensechoosing, (ii) subject to the Indemnifying Party will conduct the defense reasonable approval of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) shall have the sole power to direct and control such defense. If the Indemnifying Party will shall assume the defense of a claim or demand, it shall not agree to any settlement that would admit liability on the part of the Indemnified Party settle or involve relief other than payment of money, compromise such claim without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the prior written consent of the Indemnified Party, consent to the entry of any judgment unless such settlement or enter into any settlement which does not include, compromise includes as an unconditional term thereof, thereof the giving by the claimant or plaintiff to of a release of the Indemnified Party of a release from all liability in with respect thereofto such claim or demand. After notice to the Indemnified Party of If the Indemnifying Party’s election to Party shall assume the defense of such Claima claim or demand, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred fees of any separate counsel retained by the Indemnified Party shall be borne by such Indemnified Party unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in connection with which case the defense thereof at Indemnified Party shall be entitled to retain separate counsel, the request reasonable fees and expenses of which shall be reimbursed by the Indemnifying Party. As to those Claims with respect to which If the Indemnifying Party does not elect to assume control notify the Indemnified Party within 20 days after the receipt of the defenseClaim Notice that it elects to undertake the defense thereof and acknowledges its obligation to indemnify the Indemnified Party hereunder, the Indemnified Party will afford shall have the Indemnifying Party an opportunity right to participate in such defense at the Indemnifying Party’s own cost and expensecontest, and will not settle or otherwise dispose of compromise the claim but shall not thereby waive any of the same without the consent of the Indemnifying Partyright to indemnity therefor pursuant to this Agreement.

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

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

Indemnification Procedures. The Party seeking Promptly after receipt by a party entitled to indemnification pursuant to this Section 5 (individuallyeach, the an “Indemnified Party”)) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such Indemnified Party will, shall promptly notify if a claim is to be made against the other Party party obligated to provide indemnification pursuant to this section (the each, an “Indemnifying Party”) in writing ), promptly notify the Indemnifying Party of the Claim. Such Claim for indemnity shall indicate commencement thereof; but the nature omission to provide such notice will not relieve the Indemnifying Party from any liability hereunder, except to the extent that the delay in giving, or failing to give, such notice has a material adverse effect upon the ability of the Claim and Indemnifying Party to defend against the basis thereforclaim. Promptly after a Claim In case such action is made for which the brought against an Indemnified Party seeks indemnityParty, the Indemnified Indemnifying Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in and, at the Indemnifying Party’s option, to assume the defense thereof, singly or jointly with any other Indemnifying Party similarly notified, with counsel satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded based on advice of counsel that there may be legal defenses available to any Indemnified Party that are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party shall have the right to select counsel to participate in the defense of any such Claim action on behalf of such Indemnified Party at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities expense of the Indemnified Party, and (iii) ; provided that the Indemnifying Party will not agree shall be responsible for the expense of only one such special counsel selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the such Indemnifying Party’s election to assume the defense of such Claimthe action, the Indemnifying Party shall will not be liable to the such Indemnified Party pursuant to this Section 5 for such any legal or other expenses expense subsequently incurred by the such Indemnified Party in connection with the defense thereof at other than reasonable costs of investigation, unless (i) the request Indemnified Party shall have employed counsel in accordance with the proviso of the Indemnifying Party. As to those Claims with respect to which preceding sentence, or (ii) the Indemnifying Party does shall not elect have employed counsel reasonably satisfactory to assume control of the defense, the Indemnified Party will afford to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party an opportunity to participate in such defense has authorized the employment of counsel for the Indemnified Party at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent expense of the Indemnifying Party.

Indemnification Procedures. The Party seeking (a) A party entitled to indemnification pursuant to this Agreement (individually, the an “Indemnified Party”)) shall, shall promptly with respect to any claim made against such Indemnified Party for which indemnification is available, notify the other Party party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly claim as soon as practicable but not more than ten (10) days after a Claim is made for which the Indemnified Party seeks indemnityreceives notice of the assertion of the claim. (The failure by an Indemnified Party to give notice shall not relieve the Indemnifying Party of its obligations under this Section 9.3, except to the extent that the failure results in the failure of actual notice and the Indemnifying Party is damaged as a result of the failure to give notice.) Upon receipt of notice of the assertion of a claim, the Indemnifying Party may, at its option, assume the defense of the claim. If the Indemnifying Party assumes the defense, the Indemnified Party shall permit have the right to employ separate counsel and to participate in (but not control) any such action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (a) the employment of counsel by the Indemnified Party has been authorized by the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that or (ib) the Indemnified Party will has been advised by its counsel in writing that there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of the action (in which case the Indemnifying Party shall not have the right to participate in direct the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities action on behalf of the Indemnified Party), in each of which cases the reasonable fees and (iii) expenses of such counsel shall be at the expense of the Indemnifying Party. If the Indemnifying Party will does not agree assume the defense, the Indemnified Party shall have the right to employ counsel and to control any such action, and the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. An Indemnifying Party shall not be liable for any settlement that would admit liability on of an action effected without its written consent (which consent shall not be unreasonably withheld), nor shall an Indemnifying Party settle any such action without the part written consent of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, (which consent shall not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense). The No Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, include as an unconditional term thereof, thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in with respect thereofto the claim. After notice to Each of the Indemnifying Party and the Indemnified Party of the Indemnifying Party’s election to assume shall cooperate in the defense of any claim for which indemnification is available and shall furnish such Claimrecords, the Indemnifying Party shall information, testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyrequested.

Indemnification Procedures. The Party seeking indemnification In case any proceeding (individuallyincluding any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 10, the “Indemnified Party”), such person (an "INDEMNIFIED PARTY") shall promptly notify the other Party person against whom such indemnity may be sought (the “Indemnifying Party”"INDEMNIFYING PARTY") in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party seeks indemnityso to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent (and only to the extent that) that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall permit have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such Claimconsent, except with or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to the entry effect any settlement of any judgment pending or enter into threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement which does not include, as includes an unconditional term thereof, the giving by the claimant or plaintiff to the release of such Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense arising out of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyproceeding.

Indemnification Procedures. The Party seeking (a) Any Person claiming indemnification (individually, hereunder is hereinafter referred to as the “Indemnified Party”), shall promptly notify the other Party (” and any Person against whom claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” If any Losses are incurred by, asserted against or sought to be collected from an Indemnified Party, said Indemnified Party shall deliver to the Indemnifying Party a notice of a claim for indemnification hereunder (a “Claim Notice”). The Indemnifying Party shall have thirty (30) in writing of days from the Claim. Such Claim for indemnity shall indicate the nature delivery of the Claim and Notice (the basis therefor. Promptly after a Claim is made for which “Notice Period”) to notify the Indemnified Party seeks indemnity(i) whether or not it disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such Losses and/or (ii) whether or not it desires, at the sole cost and expense of the Indemnifying Party, to defend (to the maximum extent possible under the circumstances) the Indemnified Party against such Losses; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Losses, the Indemnifying Party shall have the right to defend all appropriate proceedings, and with counsel of its own choosing, which proceedings shall be promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party desires to participate in any such defense or settlement it may do so at its sole cost and expense, but the Indemnified Party shall not have control over such defense or settlement. If requested by the Indemnifying Party, the Indemnified Party shall permit agrees to cooperate with the Indemnifying Party and its counsel (at the sole cost and expense of the Indemnifying Party) in contesting any Losses that the Indemnifying Party elects to contest or, at its option if appropriate and expenserelated to the claim in question, to assume in making any counterclaim against the complete Person asserting the Losses, or any cross complaint against any Person. If the Indemnifying Party has not assumed the defense of such Claima claim within the Notice Period, provided that (i) then the Indemnified Party will have may settle such claim without the right to participate in prior written consent of the Indemnifying Party. If the Indemnifying Party has assumed the defense of any such Claim at its own cost and expensea claim within the Notice Period, (ii) then the Indemnifying Party will conduct may not settle such claim without the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part prior written consent of the Indemnified Party or involve relief other than payment of money, without (unless the approval Indemnifying Party is solely liable for any payments pursuant to such settlement and such settlement contains a full and unconditional release of the Indemnified Party, not to be unreasonably withheld; Party and provided, further, that if it is reasonably likely that no terms otherwise affecting the Parties may have conflicting interests Indemnified Party or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will notGulf LNG Companies, in defense of any such Claim, except with which case the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall not be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyrequired).

Indemnification Procedures. The Party seeking Promptly after receipt by a party entitled to indemnification pursuant to this Section (individuallyeach, the an “Indemnified Party”)) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such Indemnified Party will, shall promptly notify if a claim is to be made against the other Party party obligated to provide indemnification pursuant to this section (the each, an “Indemnifying Party”) in writing ), promptly notify the Indemnifying Party of the Claim. Such Claim for indemnity shall indicate commencement thereof; but the nature omission to provide such notice will not relieve the Indemnifying Party from any liability hereunder, except to the extent that the delay in giving, or failing to give, such notice has a material adverse effect upon the ability of the Claim and Indemnifying Party to defend against the basis thereforclaim. Promptly after a Claim In case such action is made for which brought against an Indemnified Party, the Indemnifying Party will have the right to participate in and, at the Indemnifying Party’s option, to assume the defense thereof, singly or jointly with any other Indemnifying Party similarly notified, with counsel or reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party seeks indemnity, and the Indemnifying Party and the Indemnified Party shall permit reasonably concludes that there may be legal defenses available to any Indemnified Parties that are different from or additional to those available to the Indemnifying Party, at its option and expenseor if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to select counsel to participate in the defense of any such Claim action on behalf of such Indemnified Party at its own cost and expensethe expense of the Indemnifying Party; provided further, (ii) however, that the Indemnifying Party will conduct the defense of any such Claim with due regard be responsible for the business interests expenses of only one such special counsel (and potential related liabilities of one local counsel if necessary for jurisdictional purposes) selected jointly by the Indemnified Parties if there is more than one Indemnified Party, and (iii) the . After notice from an Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the such Indemnifying Party’s election to assume the defense of such Claimor the action, the Indemnifying Party shall will not be liable to the such Indemnified Party pursuant to this Section 5 for such any legal or other expenses expense subsequently incurred by the such Indemnified Party in connection with the defense thereof at thereof, unless (i) the request Indemnified Party has employed counsel in accordance with the proviso of the Indemnifying Party. As to those Claims with respect to which preceding sentence, or (ii) the Indemnifying Party does has not elect employed counsel satisfactory to assume control of the defense, the Indemnified Party will afford to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party an opportunity to participate in such defense has authorized the employment of counsel for the Indemnified Party at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent expense of the Indemnifying Party.

Indemnification Procedures. The Any Party seeking indemnification under this Article V for a third party claim (individually, the “Indemnified Party”), shall promptly ) must notify the other Party from whom such indemnity is sought (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made any claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the failure to so notify will not adversely impact the Indemnified Party seeks indemnityParty’s right to indemnification hereunder except and solely to the extent that such failure to notify actually prejudices, the Indemnified Party shall permit or prevents the Indemnifying Party’s ability to defend such claim, demand, action or proceeding. The Indemnifying Party will have the right at its option and expense, expense to assume the complete defense of such Claim, provided that (i) thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party will have the right (i) to participate in participate, at its own expense, with respect to any claim, demand, action or proceeding that is being diligently defended by the Indemnifying Party and (ii) to assume the defense of any such Claim claim, demand, action or proceeding at its own the cost and expenseexpense of the Indemnifying Party if the Indemnifying Party fails or ceases to defend the same. In connection with any such claim, demand, action or proceeding the Parties will cooperate with each other and provide each other with access to relevant books and records in their possession. If a firm written offer is made to the Indemnifying Party to settle any such claim, demand, action or proceeding solely in exchange for monetary sums to be paid by the Indemnifying Party (iiand such settlement contains a complete release of the Indemnified Party and its Subsidiaries and their respective directors, officers and employees) and the Indemnifying Party proposes to accept such settlement and the Indemnified Party refuses to consent to such settlement, then (A) the Indemnifying Party will conduct be excused from, and the Indemnified Party will be solely responsible for, all further defense of any such Claim with due regard for claim, demand, action or proceeding, (B) the business interests maximum liability of the Indemnifying Party relating to such claim, demand, action or proceeding will be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party on such claim, demand, action or proceeding is greater than the amount of the proposed settlement, and potential related liabilities (C) the Indemnified Party will pay all attorneys’ fees and legal costs and expenses incurred after rejection of such settlement by the Indemnified Party; provided, and (iii) however, that if the Indemnifying Party will not agree to any settlement that would admit liability on amount thereafter recovered by the part of third party from the Indemnified Party or involve relief other is less than payment of money, without the approval amount of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defenseproposed settlement, the Indemnified Party will afford be reimbursed by the Indemnifying Party an opportunity for such attorneys’ fees and legal costs and expenses up to participate in such defense at a maximum amount equal to the Indemnifying Party’s own cost difference between the amount recovered by the third party and expense, and will not settle or otherwise dispose of any the amount of the same without the consent of the Indemnifying Partyproposed settlement.

Indemnification Procedures. The Party seeking indemnification Promptly after receipt by a Participant Indemnitee or a Company Indemnitee (collectively, "Indemnitees" and, individually, an "Indemnitee") under Section 6(a) or 6(b) hereof of notice of the “Indemnified Party”)commencement of any action, shall promptly such Indemnitee will, if a claim in respect thereof is to be made against the indemnifying party under such clause, notify the other Party (the “Indemnifying Party”) indemnifying party in writing of the Claimcommencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability that it may have to any Indemnitee except to the extent such omission resulted in actual detriment to the indemnifying party, nor shall such omission relieve the indemnifying party from any liability it may have to any Indemnitee otherwise than under such clauses. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityNo indemnifying party, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expenseclaim or litigation, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claimshall, except with the consent of the each Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, include as an unconditional term thereof, thereof the giving by the claimant or plaintiff to the Indemnified Party of such indemnified party a release from all liability in respect of such claim or litigation. In case any such action shall be brought against any Indemnitee, and it shall notify the indemnifying party of the commencement thereof. After notice , the indemnifying party shall be entitled to participate in, and, to the Indemnified Party extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such Indemnitee, and after notice from the indemnifying party to such Indemnitee of the Indemnifying Party’s its election to assume the defense of such Claimthereof, the Indemnifying Party indemnifying party shall not be liable to the Indemnified Party such Indemnitee under such clause for such any legal or other expenses subsequently incurred by the Indemnified Party such Indemnitee in connection with the defense thereof at other than reasonable costs of investigation; provided, however, that the request Indemnitee shall have the right to employ one counsel to represent such Indemnitee if, in the reasonable judgment of such Indemnitee, it is advisable for such party to be represented by separate counsel because separate defenses are available, or because a conflict of interest exists between such indemnified and indemnifying party in respect of such claim, and in that event the fees and expenses of such separate counsel shall be paid by the indemnifying party. Notwithstanding the foregoing, if the Company is an Indemnitee, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the aggregate amount of Registrable Securities of the Indemnifying PartyIndemnitees. As to those Claims with respect to which For purposes of this Section 6 the Indemnifying Party does not elect to assume control of terms "control," and "controlling person" have the defense, meanings that they have under the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying PartySecurities Act.

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

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

Indemnification Procedures. The Party seeking indemnification In case any proceeding (individuallyincluding any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 9, the such person (an “Indemnified Party”), ) shall promptly notify the other Party person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party seeks indemnityso to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent (and only to the extent that) that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the Indemnifying Party and the Indemnified Party shall permit have mutually agreed to the retention of such counsel or (b) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such Claimconsent, except with or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to the entry effect any settlement of any judgment pending or enter into threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement which does not include, as includes an unconditional term thereof, the giving by the claimant or plaintiff to the release of such Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense arising out of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyproceeding.

Indemnification Procedures. The Party seeking indemnification (individuallyExcept as provided below in Section -------------------------- 6 with respect to contribution, the “indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be -------- ------- entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party”), shall promptly notify assume the other Party (defense of any such action or claim in reasonable cooperation with, and with the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityreasonable cooperation of, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the . The Indemnified Party will have the right to participate employ its own counsel in the defense of any such Claim action in addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its own cost and expenseexpense has been authorized in writing by the Indemnifying Party, (iib) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will has not agree in fact employed counsel satisfactory to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election Financial Security to assume the defense of such Claimaction within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and such Indemnified Parties by the same counsel would be inappropriate or contrary to prudent practice (in which case, if such Indemnified Parties notify the Indemnifying Party in writing that they elect to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall be liable not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Parties, it being understood, however, that the Indemnifying Party for such legal or other expenses subsequently incurred by the Indemnified Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the defense thereof same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Seller Parties, one such firm for all Underwriter Parties and one such firm for all Financial Security Parties, as the case may be, which firm shall be designated in writing by the Seller in respect of the Seller Parties, by the Underwriters in respect of the Underwriter Parties and by Financial Security in respect of the Financial Security Parties), in each of which cases the fees and expenses of counsel will be at the request expense of the Indemnifying PartyParty and all such fees and expenses will be reimbursed promptly as they are incurred. As to those Claims with respect to which The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party does not elect to assume control of the defense, the shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party will afford to comply with the provisions of this Section shall relieve the Indemnifying Party an opportunity of liability only if such failure is prejudicial to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent position of the Indemnifying PartyParty and then only to the extent of such prejudice.

Indemnification Procedures. The Party Promptly after receipt by a party seeking indemnification under this Section 5.1 (individuallyan “Indemnitee”) of notice of any pending or threatened Claim brought by a Third Party against it, such Indemnitee shall give written notice to the “Indemnified Party”), shall promptly notify party from whom the other Party Indemnitee is entitled to seek indemnification pursuant to this Section 5.1 (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate commencement thereof; provided, that the nature of failure so to notify the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Indemnifying Party shall permit not relieve it of any liability that it may have to any Indemnitee hereunder, except to the extent the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided Party demonstrates that (i) the Indemnified it is materially prejudiced thereby. The Indemnifying Party will have the right shall be entitled to participate in the defense of any such Claim at and, to the extent that it elects within seven (7) days of its own cost receipt of notice of the Claim from the Indemnitee, to assume control of the defense and expensesettlement of such Claim (unless (i) the Indemnifying Party is also a party to such proceeding and the Indemnifying Party has asserted a cross claim against the Indemnified Party or a court has otherwise determined that such that joint representation would be inappropriate, or (ii) the Indemnifying Party will conduct fails to provide reasonable assurance to the defense Indemnitee of any its financial capacity to defend the Indemnitee in such Claim Proceeding) with due regard for counsel reasonably satisfactory to the business interests and potential related liabilities of the Indemnified PartyIndemnitee and, and (iii) after notice from the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry Indemnitee of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s its election to assume the defense of such Claim, the Indemnifying Party shall not, as long as it diligently conducts such defense, be liable to the Indemnified Party Indemnitee for such legal or other expenses any Litigation Costs subsequently incurred by the Indemnified Indemnitee. No compromise or settlement of any Claim may be effected by the Indemnifying Party without the Indemnitee’s written consent, which consent shall not be unreasonably withheld or delayed; provided, no consent shall be required if (A) there is no finding or admission of any violation of Law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, (B) the sole relief provided is monetary damages that are paid in connection with the defense thereof at the request of full by the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will (C) the Indemnitee’s rights under this Agreement are not settle restricted by such compromise or otherwise dispose of any of the same without the consent of the Indemnifying Partysettlement.

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

Indemnification Procedures. The (i) Promptly after an Investor Party seeking receives notice of a claim or the commencement of an action for which the Investor Party intends to seek indemnification (individuallyunder Section 9.1, the “Indemnified Party”), shall promptly Investor Party will notify the other Party (the “Indemnifying Party”) Company in writing of the Claim. Such Claim for indemnity shall indicate the nature claim or commencement of the Claim action, suit or proceeding; provided, however, that failure to notify the Company will not relieve the Company from liability under Section 9.1, unless and solely to the basis thereforextent it has been materially prejudiced by the failure to give such notice as evidenced by the forfeiture by the Company of substantive rights or defenses. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party The Company will have the right be entitled to participate in the defense of any such Claim at its own cost claim, action, suit or proceeding as to which indemnification is being sought, and expenseif the Company acknowledges in writing the obligation to indemnify the Investor Party against whom the claim or action is brought, the Company may (iibut will not be required to) assume the Indemnifying defense against the claim, action, suit or proceeding with counsel satisfactory to the Investor Party. After the Company notifies the Investor Party will conduct that the Company wishes to assume the defense of a claim, action, suit or proceeding, the Company will not be liable for any further legal or other expenses incurred by the Investor Party in connection with the defense against the claim, action, suit or proceeding unless (a) the employment of counsel by the Investor Party has been authorized in writing by the Company, (b) the Investor Party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or another Investor Party that are different from or in addition to those available to the Company, (c) a conflict or potential conflict exists (based on advice of counsel to the Investor Party) between an Investor Party and the Company (in which case the Company will not have the right to direct the defense of such Claim action on behalf of the indemnified party) or (d) the Company has not in fact employed counsel to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the Company. It is understood that the Company shall not, in connection with due regard any proceeding or related proceedings in the same jurisdiction, be liable for the business interests reasonable fees, disbursements and potential related liabilities other charges of the Indemnified Party, and more than one separate firm (iiiplus local counsel) the Indemnifying Party admitted to practice in such jurisdiction at any one time for all such similarly situated Investor Parties. The Company will not agree to be liable for any settlement that would admit liability on the part of the Indemnified Party any action effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or involve relief other than payment of moneyconditioned. The Company shall not, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the prior written consent of the Indemnified Partyeach indemnified party, settle or compromise or consent to the entry of any judgment in any pending or enter into any settlement which does not includethreatened claim, as an unconditional term thereof, the giving by the claimant action or plaintiff proceeding relating to the Indemnified Party matters contemplated by this section (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (x) includes an express and unconditional release of a release each indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense arising out of such Claimlitigation, the Indemnifying Party shall be liable to the Indemnified Party for such legal investigation, proceeding or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party claim and (y) does not elect include a statement as to assume control or an admission of the defensefault, the Indemnified Party will afford the Indemnifying Party an opportunity culpability or a failure to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle act by or otherwise dispose on behalf of any of the same without the consent of the Indemnifying Partyindemnified party.

Indemnification Procedures. The Party seeking With respect to third party claims, other than those relating to Taxes (which are the subject of Section 6.7(e)), all claims for indemnification by the Shareholders' Indemnified Parties and the Republic Subsidiary's Indemnified Partners (individuallyeach, an "Indemnified Party" and, collectively, the “"Indemnified Parties") hereunder shall be asserted and resolved as set forth in this Section 8.4. In the event that any claim or demand by any third party for which a party or parties to this Agreement (the "Indemnifying Party”)) may be liable to the Indemnified Party hereunder (a "Claim") is asserted against or sought to be collected from the Indemnified Party by such third party, such Indemnified Party shall as promptly as practicable notify the other Indemnifying Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the such Claim and the basis therefor. Promptly after a Claim is made for amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense final amount of such Claim, provided that ) (i) the Indemnified Party will have the right to participate in the defense of any such "Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability Notice"). The failure on the part of the Indemnified Party to give any such Claim Notice in a reasonably prompt manner shall not relieve the Indemnifying Party of any indemnification obligation hereunder unless, and only to the extent that, the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have thirty days from delivery of the Claim Notice (the "Notice Period") to notify the Indemnified Party whether or involve relief other than payment of moneynot it desires to defend the Indemnified Party against such Claim, in which case the Indemnified Party shall, at its sole cost and expense, have the right to defend the Indemnified Party by appropriate proceedings and by counsel reasonably acceptable to the Indemnified Party and shall have the sole power to direct and control such defense; provided that any Indemnified Party may participate in any such defense at its sole cost and expense. The Indemnified Party shall not settle a Claim for which it is indemnified by the Indemnifying Party without the approval written consent of the Indemnifying Party unless the Indemnifying Party does not defend the Indemnified Party against such Claim. Notwithstanding the foregoing, the Indemnified Party shall have the sole right to defend, settle or compromise any Claim with respect to which it has agreed in writing to waive its right to indemnification pursuant to this Agreement. Notwithstanding the foregoing, the Indemnified Party, not during the period the Shareholders are determining whether to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election elect to assume the defense of a matter covered by this Section 8.4, may take such Claim, the Indemnifying Party shall be liable reasonable actions as it deems necessary to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims preserve any and all rights with respect to which the Indemnifying Party does not elect to assume control matter, without such actions being construed as a waiver of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity Party's rights to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyindemnification pursuant to this Agreement.

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

Indemnification Procedures. The Party (a) A party seeking indemnification under this Article VII (individually, the “Indemnified Party”), ) shall promptly notify the other Party party to provide indemnification under this Article VII (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made any claim, demand, action or proceeding for which the Indemnified Party seeks indemnityindemnification will be sought under Section 7.2, and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right at its expense to participate in assume the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of thereof using counsel reasonably acceptable to the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the . The Indemnified Party or involve relief other than payment of moneyshall have the right to participate, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of with respect to any such Claimthird party claim, except demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession related to such claim. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If a firm written offer is made to the entry of settle any judgment such third party claim, demand, action or enter into any settlement proceeding, which offer does not includeinvolve any injunctive or non-monetary relief against the Indemnified Party, as an unconditional term thereof, and the giving by the claimant or plaintiff Indemnifying Party proposes to accept such settlement and the Indemnified Party of a release from all liability in respect thereof. After notice refuses to the Indemnified Party of the Indemnifying Party’s election consent to assume the defense of such Claimsettlement, then: (i) the Indemnifying Party shall be liable to excused from, and the Indemnified Party for shall be solely responsible for, all further defense of such legal third party claim, demand, action or other expenses subsequently incurred by proceeding; and (ii) the maximum liability of the Indemnifying Party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party in connection with on such third party claim, demand, action or proceeding is greater than the defense thereof at the request amount of the Indemnifying Partyproposed settlement. As In the event that any party shall fail to those Claims with respect make such commercially reasonable efforts to which mitigate or resolve any claim or liability, then notwithstanding anything else to the Indemnifying Party does not elect to assume control of the defensecontrary herein, the Indemnified Party will afford the Indemnifying Party an opportunity other party shall not be required to participate in indemnify any person for any Losses that could reasonably be expected to have been avoided if such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyefforts had been made.

Indemnification Procedures. The (a) Any Party seeking indemnification hereunder (individually, the “Indemnified Party”), ) shall promptly notify the other Party hereto (the “Indemnifying Party”, which term shall include all Indemnifying Parties if there be more than one) in writing of the any claim for indemnification hereunder (a “Claim. Such Claim for indemnity shall indicate the nature ”), provided that failure of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityto give such notice shall not relieve the Indemnifying Party of its obligations under this Article XI except to the extent, if at all, that such Indemnifying Party shall have been prejudiced thereby. After an Indemnified Party has delivered a Claim requesting payment from an Indemnifying Party for any Losses, the Indemnified Indemnifying Party shall permit the Indemnifying Partyshall, at its option and expense, to assume the complete defense within thirty (30) days of receipt of such Claim, provided that (i) the Indemnified Party will have the right pay to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereofimmediately available funds, the giving by the claimant amount of Losses, or plaintiff (ii) deliver to the Indemnified Party written notice (a “Dispute Notice”) advising the Indemnifying Party that it disputes the Claim. If, within thirty (30) days of receipt of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable fails to pay said amount to the Indemnified Party for such legal or other expenses subsequently incurred by deliver to the Indemnified Party a Dispute Notice the Indemnifying Party shall be deemed to have accepted and agreed to such Claim (a “Deemed Acceptance”) and the Indemnified Party may exercise any and all legal or equitable remedies available to the Indemnified Party under this Agreement or otherwise with respect to such Losses. If, within such 30-day period following receipt of a Claim, the Indemnifying Party delivers a Dispute Notice with respect to the Indemnified Party’s Claim, the Indemnifying Party and the Indemnified Party agree that, prior to commencing any litigation or other proceedings against the other concerning such Claim, they will negotiate in good faith to resolve any dispute with respect to such Claim and to provide each other with all relevant information relating to such dispute. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within thirty (30) days of the delivery of a Dispute Notice (or such longer period as the Parties may agree upon), the Indemnifying Party or the Indemnified Party may thereafter commence litigation or other proceedings to resolve such dispute. The successful Party in any such proceeding shall be entitled to reimbursement from the non-successful Party for any and all of the successful Party’s costs and expenses including, without limitation, reasonable attorneys’ fees, incurred in connection with such proceeding. Notwithstanding anything herein to the defense thereof at the request of the Indemnifying Party. As contrary, if any Claim relates to those Claims with respect to which the Indemnifying a Third Party does not elect to assume control of the defenseClaim, the Indemnified procedures of Section 11.4(b), Section 11.4(c) and Section 11.4(d) shall apply to such Third Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying PartyClaim.

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

Indemnification Procedures. The Each Party’s agreement to indemnify, defend, and hold harmless under Section 14.1 or 14.2, as applicable, is conditioned upon the indemnified party (a) providing written notice to the indemnifying Party seeking indemnification (individually, the “Indemnified Party”), shall promptly notify the other Party (the “Indemnifying Party”) in writing of any Claim arising out of the Claim. Such Claim for indemnity shall indicate allegedly or actually indemnified matter as soon as reasonably possible, and in any event no later than within [*] Calendar Days after the nature indemnified Party has actual knowledge of such claim, demand or action, (b) permitting the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified indemnifying Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, to assume control at its option sole expense over the investigation of, preparation and expensedefense against, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense and settlement or voluntary disposition of any such Claim claim, demand or action, using counsel reasonable acceptable to the indemnified Party, (c) assisting the indemnifying Party, as reasonably requested by the indemnifying Party and at its own cost and the indemnifying Party’s reasonable expense, (ii) in the Indemnifying Party will conduct the defense investigation, preparation, defense, and settlement or voluntary disposition of any such Claim with due regard for claim, demand or action, (d) not compromising, settling, or entering into any voluntary disposition of any such claim, demand or action without the business interests and potential related liabilities of the Indemnified indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, and (iiie) furnishing promptly to the Indemnifying indemnifying Party copies of all notices and documents (including court papers) received by any indemnified party in connection with the Claim for which indemnification is being sought; provided, however, that, if the party entitled to indemnification hereunder fails to comply with any of the foregoing conditions, the indemnifying Party will not agree only be relieved of its indemnification obligation under this Agreement to the extent materially prejudiced by such failure. In no event may the indemnifying Party compromise, settle, or enter into any settlement voluntary disposition of any claim, demand or action in any manner that would admit admits material fault or wrongdoing on the part of the indemnified Party or incurs non-indemnified liability on the part of the Indemnified indemnified Party without the prior written consent of the indemnified Party, and in no event may the indemnifying Party settle, compromise, or involve relief agree to any voluntary disposition of any matter subject to indemnification hereunder in any manner which would reasonably be anticipated by the indemnifying Party to adversely affect any portion of the Cempra Technology, the other Party’s ability to Develop, manufacture, or Commercialize Licensed Products in the Field in the Territory, or, in the event Toyama is the indemnifying Party, Cempra’s, its Affiliates’ or their licensees’ ability to develop or exploit Cempra Technology, or any product incorporating, utilizing, or covered by the Cempra Technology or any Protected Patents, outside the Field, outside the Territory, or with respect to any products other than payment of money, Licensed Products without the approval of the Indemnified indemnified Party’s prior written consent, such consent not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Party.

Indemnification Procedures. The Party seeking Promptly after receipt by a party entitled to claim indemnification hereunder (individually, the an “Indemnified Party”)) of notice of the commencement of any action, shall promptly notify the other such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (the an “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity), the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) notify the Indemnifying Party will conduct in writing thereof, but the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) omission so to notify the Indemnifying Party will shall not agree relieve it from any liability which it may have to any settlement that would admit liability on the part of the such Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; under this Section 5.3 and provided, further, that if shall only relieve it is reasonably likely that the Parties from any liability which it may have conflicting interests or to such Indemnified Party under this Section 5.3 if it is otherwise not advisable under applicable legal and ethical requirements for to the extent the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel Party is prejudiced by such omission. In case any such action shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of brought against any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to and it shall notify the Indemnified Indemnifying Party of the Indemnifying Party’s election to assume the defense of such Claimcommencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to the such Indemnified Party under this Section 5.3 for such any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof at thereof; if the request Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyas incurred.

Indemnification Procedures. The (a) In the event that indemnification may be sought under this Article VIII (an “Indemnification Claim”) in connection with (i) any action, suit or proceeding that may be instituted or (ii) any claim that may be asserted, in any such case, by any Person not a party to this Agreement, the Party seeking indemnification hereunder (individually, the “Indemnified Party”), ) shall promptly notify cause written notice of the other Party assertion of such Indemnification Claim to be delivered to (A) the Seller, in the case of an Indemnification Claim by or on behalf of the Purchaser Indemnified Parties or (B) the Purchaser, in the case of an Indemnification Claim by or on behalf of the Seller Indemnified Parties (the Seller or the Purchaser, as applicable, the “Indemnifying Party”) in writing prior to the expiration of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityapplicable survival period set forth in Section 8.1; provided, the Indemnified Party shall permit the Indemnifying Partyhowever, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability no delay on the part of the Indemnified Party or involve relief other than payment in giving any such notice shall relieve the Indemnifying Party of moneyany indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay. The Indemnifying Party shall have the right, without the approval at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Indemnification Claim and, if the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, it shall within thirty (30) days (or sooner, if the nature of the Indemnification Claim so requires) (the “Dispute Period”) notify the Indemnified Party of its intent to do so. If the Indemnifying Party during the Dispute Period elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the Indemnifying Party assumes the defense of any Indemnification Claim, the Indemnified Party may participate, at its own expense, in the defense of such Indemnification Claim; provided, however, that such Indemnified Party shall be unreasonably withheldentitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (1) so requested by the Indemnifying Party to participate or (2) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided, further, that if it is reasonably likely however, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expensein connection with any single Indemnification Claim. The Indemnifying Party will notParties agree to cooperate fully with each other in connection with the defense, in defense negotiation or settlement of any such Indemnification Claim. Notwithstanding anything in this Section 8.5(a) to the contrary, except with neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the Indemnified other Party, settle or compromise any Indemnification Claim or permit a default or consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by unless the claimant or plaintiff and such Party provide to the Indemnified such other Party of a an unqualified release from all liability in respect thereofof the Indemnification Claim. After notice to Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s election willingness to accept the settlement offer and, subject to the applicable limitations of Section 8.4, pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Indemnification Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnification Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (x) the amount of the settlement offer that the Indemnified Party declined to accept; or (y) the aggregate Losses of the Indemnified Party with respect to such Indemnification Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Indemnification Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Indemnification Claim) if (x) the Indemnification Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages or (y) in the event the Indemnification Claim were to be unfavorably decided, the Indemnified Party would be reasonably likely to be liable for Losses in excess of the amounts (other than by immaterial amounts) reasonably expected to be received from the Indemnifying Party. If such equitable relief or other relief portion of the Indemnification Claim can be so separated from that for money damages, the Indemnifying Party shall be liable entitled to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with assume the defense thereof at the request of the Indemnifying Party. As portion relating to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partymoney damages.

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

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

Indemnification Procedures. The With respect to Third Party seeking Claims other than those relating to Taxes, all claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 8.4. In the event that any written claim or demand for which ARCO or Purchaser, as the case may be (individuallyan "INDEMNIFYING PARTY"), the “may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event later than 20 days following such Indemnified Party”'s receipt of such claim or demand, notify the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the "THIRD PARTY CLAIM NOTICE") and in the event that an Indemnified Party shall assert a claim for indemnity under this Article VIII or Section 5.22(d), shall promptly notify the other not including any Third Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit notify the Indemnifying Party promptly following its discovery of the facts or circumstances giving rise thereto (together with a Third Party Claim Notice, a "CLAIM NOTICE"). The Indemnifying Party shall have no liability with respect to any expenses incurred by the Indemnified Party prior to the time the Claim Notice is delivered to the Indemnifying Party. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "NOTICE PERIOD") to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by an Indemnified Party in defending such claim or demand after the Claim Notice is delivered to the Indemnifying Party shall be considered Losses of the Indemnified Party for purposes of Sections 8.2 and 8.3 of this Agreement. Except as hereinafter provided, at its option in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and expense, shall have the sole power to direct and control such defense. If the Indemnifying Party so elects to assume the complete defense of such Claimclaim, provided that (i) the Indemnifying Party shall not be liable to the Indemnified Party will for any legal expenses subsequently incurred by the Indemnified Party. If any Indemnified Party desires to participate in, but not control, any such defense it may do so at its sole cost and expense. An Indemnified Party shall not settle, compromise or discharge a claim or demand for which it has the right to claim indemnification from the Indemnifying Party hereunder or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Party (which may be withheld in the sole discretion of the Indemnifying Party). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which may be withheld in the sole discretion of the Indemnified Party) settle, compromise or discharge or offer to settle, compromise or discharge any such claim or demand on a basis which (x) does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Third Party Claim or (y) imposes any obligation on the Indemnified Party or any Subsidiary or Affiliate thereof other than the payment to be made by the Indemnifying Party. If the Indemnifying Party elects not to defend the Indemnified Party, then the Indemnified Party shall have the right to defend the claim or demand by appropriate proceedings and shall have the sole power to direct and control such defense. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion of any such claim or demand as to which such defense is unsuccessful (and all reasonable costs of expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 8.6 hereof. In any event, the Indemnifying Party shall (at its own expense) have the right to participate in the defense or settlement of any such Third Party Claim at its own cost and expense, (ii) for which the Indemnifying Party will conduct may be liable hereunder. To the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, extent the Indemnifying Party shall be liable to the Indemnified Party for such legal direct, control or other expenses subsequently incurred by the Indemnified Party participate in connection with the defense thereof at the request or settlement of the Indemnifying Party. As to those Claims with respect to which the Indemnifying any Third Party does not elect to assume control of the defenseClaim, the Indemnified Party will afford provide the Indemnifying Party an opportunity and its counsel access to participate in such defense at the Indemnifying Party’s own cost all relevant business records and expenseother documents, and will not settle or otherwise dispose of any shall use its best efforts to assist, and to cause the employees and counsel of the same without the consent Indemnified Party to assist, in defense of the Indemnifying Partysuch claim.

Indemnification Procedures. The With respect to third-party claims and all other claims under this Article XII, all claims for indemnification by any Indemnified Party seeking indemnification hereunder shall be asserted and resolved as set forth in this Section 12.4. In the event that any written claim or demand for which either Purchaser or Sellers, as the case may be (individuallyan “Indemnifying Party”), the would be liable to any indemnified party hereunder (“Indemnified Party”)) is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly promptly, but in no event more than 30 days following such Indemnified Party’s receipt of such claim or demand, notify the other Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the “Indemnifying Loss Notice”); provided, however, that the Indemnified Party”) in writing of the Claim. Such Claim for indemnity ’s failure to provide such notice within 30 days shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which not preclude the Indemnified Party seeks indemnityfrom being indemnified for such claim or demand, except to the extent that the failure to give timely notice results in the final forfeiture of substantive defenses by the Indemnifying Party. Unless the matter relating to the Loss Notice requires sooner action, the Indemnifying Party shall have 30 days from the personal delivery or mailing of the Loss Notice (the “Notice Period”) to notify the Indemnified Party in writing (a) whether the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand, and (b) whether it will defend the Indemnified Party against such claim or demand. All fees, costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall permit be a liability of, and shall be paid by, the Indemnifying Party; provided, however, that the amount of such fees, costs and expenses that shall be a liability of the Indemnifying Party, at its option and expensewhen aggregated with all Indemnified Loss paid by the Indemnifying Party, to assume shall not exceed the complete defense of such ClaimCap. Except as hereinafter provided, provided in the event that (i) the Indemnifying Party notifies the Indemnified Party within the Notice Period that it will defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to participate in defend the defense of any such Claim at its own cost Indemnified Party by appropriate proceedings, and expensewith competent, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests experienced and potential related liabilities of qualified legal counsel approved by the Indemnified Party, and (iii) the Indemnifying Party will which consent shall not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; . If any Indemnified Party desires to participate in any such defense, it may do so at its sole cost and provided, further, that if it is reasonably likely that expense. The Indemnified Party shall not settle a claim or demand without the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for prior written consent of the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel which shall not be retained for each Party at its own expenseunreasonably withheld. The Indemnifying Party will shall not, in defense of any such Claim, except with without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis that would result in the imposition of a consent to order, injunction or decree that would restrict the entry future activity or conduct of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect or any affiliate thereof. After notice If (i) the Indemnifying Party elects to settle any claim or demand, (ii) the terms of such proposed settlement are accepted by all interested third parties, (iii) the proposed settlement would neither result in any liability to or obligation of the Indemnified Party, or risk thereof, nor the imposition of any consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any affiliate thereof and (iv) the Indemnified Party refuses to consent to such compromise or settlement, then the liability of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal matter shall be limited to the amount offered by the Indemnifying Party in compromise or other expenses subsequently incurred settlement. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand or, if the same be contested by the Indemnified Party in connection with Party, then that portion thereof as to which such defense is unsuccessful (and the defense thereof at reasonable costs and expenses including without limitation reasonable attorneys’ fees pertaining to such defense), shall be the request liability of the Indemnifying Party hereunder; provided, however, that the amount of such costs and expenses, when aggregated with all Indemnified Loss paid by the Indemnifying Party, shall not exceed the Cap. As to those Claims with respect to which To the extent the Indemnifying Party does not elect to assume shall direct, control or participate in the defense or settlement of the defenseany third-party claim or demand, the Indemnified Party will afford give the Indemnifying Party an opportunity and its counsel, without charge, access to, during normal business hours, the relevant business records and other documents, and shall permit them to participate consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to assist and cooperate in the defense of all such defense claims or demands. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense and solely to control its own cost defense of such asserted liability if in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnifying Party and expensethe Indemnified Party that would make such separate representation necessary under the applicable canons of ethics; provided, and will however, that the Indemnified Party shall not settle or otherwise dispose of compromise any of the same claim or demand without the consent of the Indemnifying Party, such consent not to be unreasonably withheld.

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

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

Indemnification Procedures. The Party seeking Promptly after receipt by a party entitled to indemnification under this Section 7 (individuallyeach, the an “Indemnified Party”)) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, shall promptly notify the other Indemnified Party will, if a claim is to be made against the party obligated to provide indemnification under this Section 7 (the each, an “Indemnifying Party”) in writing ), promptly notify the Indemnifying Party of the Claim. Such Claim for indemnity shall indicate the nature commencement of the Claim and action. The failure to provide such notice will not relieve the basis thereforIndemnifying Party from any liability under this Agreement, except to the extent that the delay in giving, or failing to give, notice has a material adverse effect upon the ability of the Indemnifying Party to defend against the claim. Promptly after a Claim In case an action is made for which brought against an Indemnified Party, the Indemnifying Party has the right to participate in and, at the Indemnifying Party’s option, to assume the defense of the action, singly or jointly with any other Indemnifying Party similarly notified, with counsel satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party seeks indemnity, and the Indemnifying Party and the Indemnified Party shall permit reasonably concludes that there may be legal defenses available to any Indemnified Parties that are different from or additional to those available to the Indemnifying Party, at its option and expenseor if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to select counsel to participate in the defense of any such Claim the action on behalf of the Indemnified Party at its own cost and expensethe expense of the Indemnifying Party; provided that if there is more than one Indemnified Party, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard be responsible for the business interests and potential related liabilities expense of only one special counsel selected jointly by the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice from an Indemnifying Party to the any Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claimthe action, the Indemnifying Party shall will not be liable to the Indemnified Party under this Section 7 for such any legal or other expenses expense subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims action other than reasonable costs of investigation, unless (i) the Indemnified Party employed separate counsel in accordance with respect to which the proviso of the preceding sentence, or (ii) the Indemnifying Party does not elect employ counsel satisfactory to assume control of the defense, the Indemnified Party will afford to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party an opportunity to participate in such defense has authorized the employment of counsel for the Indemnified Party at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent expense of the Indemnifying Party.

Indemnification Procedures. The Party seeking Promptly after receipt by a party entitled to indemnification pursuant to this Section 7 (individuallyeach, the an “Indemnified Party”)) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such Indemnified Party will, shall promptly notify if a claim is to be made against the other Party party obligated to provide indemnification pursuant to this Section 7 (the each, an “Indemnifying Party”) in writing ), promptly notify the Indemnifying Party of the Claim. Such Claim for indemnity shall indicate commencement thereof; but the nature omission to provide such notice will not relieve the Indemnifying Party from any liability hereunder, except to the extent that the delay in giving, or failing to give, such notice has a material adverse effect upon the ability of the Claim and Indemnifying Party to defend against the basis thereforclaim. Promptly after a Claim In case such action is made for which the brought against an Indemnified Party seeks indemnityParty, the Indemnified Indemnifying Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in and, at the Indemnifying Party’s option, to assume the defense of thereof, singly or jointly with any such Claim at its own cost other Indemnifying Party similarly notified, with counsel satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and expense, (ii) the Indemnifying Party will conduct and the defense Indemnified Party shall have reasonably concluded that there may be legal defenses available to any Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if there is a conflict of any such Claim with due regard interest which would prevent counsel for the business interests and potential related liabilities of Indemnifying Party from also representing the Indemnified Party, and (iii) the Indemnified Party shall have the right to select counsel to participate in the defense of such action on behalf of such Indemnified Party at the expense of the Indemnifying Party; provided that the Indemnifying Party will not agree shall be responsible for the expense of only one such special counsel selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the such Indemnifying Party’s election to assume the defense of such Claimor the action, the Indemnifying Party shall will not be liable to the such Indemnified Party pursuant to this Section 7 for such any legal or other expenses expense subsequently incurred by the such Indemnified Party in connection with the defense thereof at other than reasonable costs of investigation, unless (i) the request Indemnified Party shall have employed counsel in accordance with the proviso of the Indemnifying Party. As to those Claims with respect to which preceding sentence, or (ii) the Indemnifying Party does shall not elect have employed counsel satisfactory to assume control of the defense, the Indemnified Party will afford to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party an opportunity to participate in such defense has authorized the employment of counsel for the Indemnified Party at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent expense of the Indemnifying Party.

Indemnification Procedures. The If any civil, criminal, administrative or investigative action or proceeding (each, a "Claim") is commenced against a Party seeking entitled to indemnification under Section 9.1, Section 9.2 or Section 9.3 (an "Indemnified Party"), notice thereof shall be given to the Party that is obligated to provide indemnification (individually, the “Indemnified Party”), shall promptly notify the other Party (the “"Indemnifying Party”") as promptly as practicable. After such notice, if the Indemnifying Party shall acknowledge in writing of to such Indemnified Party that the Agreement applies with respect to such Claim. Such Claim for indemnity , then the Indemnifying Party shall indicate the nature of the Claim and the basis therefor. Promptly after be entitled, if it so elects, in a Claim is made for which notice delivered to the Indemnified Party seeks indemnitynot less than 10 days prior to the date on which a response to such Claim is due, to immediately take control of the defense and investigation of such Claim and to employ and engage attorneys of its sole choice to handle and defend the same, at the Indemnifying Party's sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Claim and any appeal arising therefrom; provided, however, that the Indemnified Party shall permit the Indemnifying Partymay, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) participate, through its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising therefrom. No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, shall be entered into without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the written consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving . After notice by the claimant or plaintiff Indemnifying Party to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s its election to assume full control of the defense of any such Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Partythat Claim. As to those Claims with respect to which If the Indemnifying Party does not elect assume full control over the defense of a Claim subject to assume control of the defensesuch defense as provided in this Section 9.5, the Indemnified Party will afford the Indemnifying Party an opportunity to may participate in such defense defense, at the Indemnifying Party’s own its sole cost and expense, and will not settle or otherwise dispose of any of the same without Indemnified Party shall have the consent right to defend the Claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party.

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

Indemnification Procedures. The Party Any party seeking indemnification under this Article VI for a third party claim (individually, the “Indemnified Party”), shall promptly ) must notify the other Party party from whom such indemnity is sought (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made any claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the failure to so notify will not adversely impact the Indemnified Party seeks indemnityParty’s right to indemnification hereunder except to the extent that such failure to notify actually prejudices, the Indemnified Party shall permit or prevents the Indemnifying Party’s ability to defend such claim, demand, action or proceeding. The Indemnifying Party will have the right at its option and expense, expense to assume the complete defense of such Claim, provided that (i) thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party will have the right (i) to participate in participate, at its own expense, with respect to any claim, demand, action or proceeding that is being diligently defended by the Indemnifying Party and (ii) to assume the defense of any such Claim claim, demand, action or proceeding at its own the cost and expenseexpense of the Indemnifying Party if the Indemnifying Party fails or ceases to defend the same. In connection with any such claim, demand, action or proceeding the parties will cooperate with each other and provide each other with access to relevant books and records in their possession. If a firm written offer is made to the Indemnifying Party to settle any such claim, demand, action or proceeding solely in exchange for monetary sums to be paid by the Indemnifying Party (and such settlement contains a complete release of the Indemnified Party and its Subsidiaries and their respective directors, officers and employees) and the Indemnifying Party proposes to accept such settlement and the Indemnified Party refuses to consent to such settlement, then (i) the Indemnifying Party will be excused from, and the Indemnified Party will be solely responsible for, all further defense of such claim, demand, action or proceeding, (ii) the maximum liability of the Indemnifying Party relating to such claim, demand, action or proceeding will conduct be the defense of any such Claim with due regard for the business interests and potential related liabilities amount of the proposed settlement if the amount thereafter recovered from the Indemnified PartyParty on such claim, demand, action or proceeding is greater than the amount of the proposed settlement, and (iii) the Indemnifying Indemnified Party will not agree to any pay all attorneys’ fees and legal costs and expenses incurred after rejection of such settlement by the Indemnified Party; provided, however, that would admit liability on if the part of amount thereafter recovered by the third party from the Indemnified Party or involve relief other is less than payment of money, without the approval amount of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defenseproposed settlement, the Indemnified Party will afford be reimbursed by the Indemnifying Party an opportunity for such attorneys’ fees and legal costs and expenses up to participate in such defense at a maximum amount equal to the Indemnifying Party’s own cost difference between the amount recovered by the third party and expense, and will not settle or otherwise dispose of any the amount of the same without the consent of the Indemnifying Partyproposed settlement.

Indemnification Procedures. The Party seeking indemnification claiming indemnity under this Article IX (individually, the “Indemnified Party”), shall promptly notify ) will give written notice to the other Party from whom indemnity is being sought (the “Indemnifying Party”) in writing promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim”). Such The Indemnifying Party’s obligation to defend, indemnify, and hold harmless pursuant to Section 9.1 or Section 9.2, as applicable, will be reduced to the extent the Indemnified Party’s delay in providing notification pursuant to the previous sentence results in material prejudice to the Indemnifying Party; provided, however, that the failure by an Indemnified Party to give such notice or otherwise meet its obligations under this Section 9.3 will not relieve the Indemnifying Party of its indemnification obligation under this Agreement. At its option, the Indemnifying Party may assume the defense and have exclusive control, at its own expense, of any Claim for which indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which being sought by giving written notice to the Indemnified Party seeks indemnity, within [***] days after receipt of the Indemnified Party shall permit notice of the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (ia) it agrees to indemnify the Indemnified Party from and against all Losses the Indemnified Party may suffer arising out of the Claim; (b) the Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Party; and (c) the Indemnifying Party conducts the defense of the Claim diligently. The Indemnified Party will provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party will have the right to participate in the defense of any such Claim at its own cost assume and expense, (ii) the Indemnifying Party will conduct the defense of any such the Claim with due regard for the business interests and potential related liabilities counsel of the Indemnified Party, and (iii) the its choice. The Indemnifying Party will not agree to settle any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, Claim without the approval prior written consent of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that unless the Parties may have conflicting interests or if it is otherwise settlement involves only the payment of money. The Indemnified Party will not advisable under applicable legal and ethical requirements for settle any such Claim without the prior written consent of the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The If the Indemnifying Party will not, in does not assume and conduct the defense of any such Claimthe Claim as provided above, except with the consent of (i) the Indemnified PartyParty may defend against, and consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, with respect to the giving by the claimant or plaintiff to Claim in any manner the Indemnified Party of a release from all liability in respect thereof. After notice to may deem reasonably appropriate (and the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claimneed not consult with, or obtain any consent from, the Indemnifying Party shall be liable to in connection therewith), and (ii) the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As reserves any right it may have under this Article IX to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of obtain indemnification from the Indemnifying Party.

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

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

Indemnification Procedures. The Party (a) In the event that indemnification may be sought under this Article IX (an “Indemnification Claim”) in connection with (i) any action, suit or proceeding that may be instituted or (ii) any claim that may be asserted by any Person not a party to this Agreement, the party seeking indemnification hereunder (individually, the “Indemnified Party”), ) shall promptly notify cause written notice of the other Party assertion of such Indemnification Claim to be delivered to the party from whom indemnification hereunder is sought (the “Indemnifying Party”) in writing prior to the expiration of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnityapplicable survival period set forth in Section 9.1; provided, the Indemnified Party shall permit the Indemnifying Partyhowever, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability no delay on the part of the Indemnified Party or involve relief other in giving any such notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay, as long as such notice is given in no event later than payment the expiration of moneythe applicable survival period set forth in Section 9.1. The Indemnifying Party shall have the right, without the approval at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Indemnification Claim and, if the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, it shall within thirty (30) days (or sooner, if the nature of the Indemnification Claim so requires) (the “Dispute Period”) notify the Indemnified Party of its intent to do so. If the Indemnifying Party within the Dispute Period elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the Indemnifying Party assumes the defense of any Indemnification Claim, the Indemnified Party may participate, at its own expense, in the defense of such Indemnification Claim; provided, however, that such Indemnified Party shall be unreasonably withheldentitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (x) so requested by the Indemnifying Party to participate or (y) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense Party shall not be required to pay for more than one such counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expenseall Indemnified Parties in connection with any single Indemnification Claim. The Indemnifying Party will notparties hereto agree to cooperate fully with each other in connection with the defense, in defense negotiation or settlement of any such ClaimIndemnification Claim arising out of a third party claim. Notwithstanding anything in this Section 9.4 to the contrary, except with neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the Indemnified Partyother party, settle or compromise any Indemnification Claim or permit a default or consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by unless the claimant or plaintiff and such party provide to the Indemnified Party of a such other party an unqualified release from all liability in respect thereofof the Indemnification Claim. After notice to Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s election willingness to assume accept the defense settlement offer and, subject to the applicable limitations of Section 9.5, pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Indemnification Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnification Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the Indemnified Party declined to accept plus the Losses of the Indemnified Party relating to such Indemnification Claim through the date of its rejection of the settlement offer or (ii) the aggregate Losses of the Indemnified Party with respect to such Indemnification Claim. If the Indemnifying Party makes any payment on any Indemnification Claim, the Indemnifying Party shall be liable subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party for such legal to any insurance benefits or other expenses subsequently incurred by claims of the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying PartyIndemnification Claim.

Indemnification Procedures. The Party seeking indemnification claiming indemnity under this Article 14 (individually, the “Indemnified Party”), shall promptly notify ) will give written notice to the other Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim”). The Indemnifying Party’s obligation to defend, indemnify, and hold harmless pursuant to Section 14.1, Section 14.2 or Section 14.3, as applicable, will be reduced to the extent the Indemnified Party’s delay in writing providing notification pursuant to the previous sentence results in prejudice to the Indemnifying Party. At its option, the Indemnifying Party may assume the defense of any Claim for which indemnity is being sought by giving written notice to the Indemnified Party within [***] days after receipt of the notice of the Claim. Such Claim for indemnity shall indicate the nature The assumption of defense of the Claim and will not be construed as an acknowledgment that the basis therefor. Promptly after a Claim Indemnifying Party is made for which liable to indemnify any Indemnified Party in respect of the Claim, nor will it constitute waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Party seeks indemnity, the Party’s claim for indemnification. The Indemnified Party shall permit will provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its option and sole expense; provided, to assume however, the complete defense of such Claim, provided that (i) the Indemnified Indemnifying Party will have has the right to participate in the defense of any such Claim at its own cost assume and expense, (ii) the Indemnifying Party will conduct the defense of any such the Claim with due regard for the business interests and potential related liabilities counsel of the Indemnified Party, and (iii) the its choice. The Indemnifying Party will not agree to settle any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, Claim without the approval prior written consent of the Indemnified Party, not to be unreasonably withheld; and provided, furtherconditioned or delayed, that if it is reasonably likely that unless the Parties may have conflicting interests or if it is otherwise settlement involves only the payment of money. The Indemnified Party will not advisable under applicable legal and ethical requirements for settle any such Claim without the prior written consent of the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall which consent will not be retained for each Party at its own expenseunreasonably withheld, conditioned or delayed. The If the Indemnifying Party will not, in does not assume and conduct the defense of any such Claimthe Claim as provided above, except with the consent of (a) the Indemnified PartyParty may defend against, and consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, with respect to the giving by the claimant or plaintiff to Claim in any manner the Indemnified Party of a release from all liability in respect thereof. After notice to may deem reasonably appropriate (and the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claimneed not consult with, or obtain any consent from, the Indemnifying Party shall be liable to in connection therewith), and (b) the Indemnified Party for such legal or other expenses subsequently incurred by reserves any right it may have under this Article 14 to obtain indemnification from the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Party.AS AMENDED

Indemnification Procedures. The (a) Promptly after receipt by an Indemnified Party seeking indemnification (individuallyof notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the “Indemnified Party”)Indemnifying Party under this Article VII, shall promptly notify the other Indemnifying Party (the “Indemnifying Party”) in writing of the Claimcommencement thereof; but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party otherwise than under this Article VII. Such Claim for indemnity In case any such action shall indicate be brought against any Indemnified Party and it shall notify the nature Indemnifying Party of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnitycommencement thereof, the Indemnified Indemnifying Party shall permit be entitled to participate therein and, to the extent that it shall wish, jointly with any other Indemnifying Party, at its option and expenseParty similarly notified, to assume the complete defense of thereof, with counsel reasonably satisfactory to such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel who shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Article VII for any legal expenses of counsel to the Indemnified Party or any other expenses of the Indemnified Party, in each case subsequently incurred by such Indemnified Party, in connection with the defense thereof other than reasonable costs of investigation. If the Indemnifying Party fails to notify the Indemnified Party within thirty (30) days that the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 7.4, or if the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 7.4 but fails diligently to prosecute the proceedings related to such claim as herein provided then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnified Party (if the Indemnified Party is entitled to indemnification hereunder), such claim by all appropriate proceedings. No Indemnifying Party shall, without the written consent of the Indemnified Party (which consent will not be unreasonably withheld, delayed or conditioned), effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or enter into any settlement threatened action or claim in respect of which does indemnification or contribution may be sought under this Article VII (whether or not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of a release the Indemnified Party from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense arising out of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal action or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party claim and (ii) does not elect include a statement as to, or an admission of, fault, culpability or a failure to assume control of the defenseact, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle by or otherwise dispose on behalf of any of the same without the consent of the Indemnifying Indemnified Party.

Indemnification Procedures. The Party seeking indemnification claiming indemnity under this Article 12 (individually, the “Indemnified Party”), ) shall promptly notify give written notice to the other Party from whom indemnity is being sought (the “Indemnifying Party”) in writing promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim”). Such Claim for indemnity The Indemnified Party shall indicate provide the nature Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim and the basis therefor. Promptly after a Claim is made for which the indemnity is being sought. The Indemnified Party seeks indemnitymay participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnified Indemnifying Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost assume and expense, (ii) the Indemnifying Party will conduct the defense of any such the Claim with due regard for the business interests and potential related liabilities counsel of the Indemnified Party, and (iii) the its choice. The Indemnifying Party will shall not agree to settle any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, Claim without the approval prior written consent of the Indemnified Party, not to be unreasonably withheld; and provided, furtherunless the settlement involves only the payment of money. So long as *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, that if it AS AMENDED. the Indemnifying Party is reasonably likely that actively defending the Parties may have conflicting interests or if it is otherwise Claim in good faith, the Indemnified Party shall not advisable under applicable legal and ethical requirements for settle any such Claim without the prior written consent of the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The If the Indemnifying Party will not, in does not assume and conduct the defense of any such Claimthe Claim as provided above, except with the consent of (a) the Indemnified PartyParty may defend against, and consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, with respect to the giving by the claimant or plaintiff to Claim in any manner the Indemnified Party of a release from all liability in respect thereof. After notice to may deem reasonably appropriate (and the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claimneed not consult with, or obtain any consent from, the Indemnifying Party shall be liable in connection therewith), and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party as provided in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partythis Article 12.

Indemnification Procedures. The Party Promptly after receipt by a party seeking indemnification (individually, the “"Indemnified Party”") under this Section 2.6 of notice of the commencement of any action or proceeding (including any governmental investigation or inquiry), shall promptly notify the other such Indemnified Party shall, if a claim in respect thereof is to be made against any indemnifying party pursuant to this Section 2.6 (the “"Indemnifying Party”) in writing "), deliver a written notice of the Claim. Such Claim for indemnity shall indicate the nature of the Claim commencement thereof, and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Indemnifying Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in, and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the Indemnifying Party and the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the fees and expenses of any such Claim at its own cost separate counsel shall be the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenseexpenses, (ii) the Indemnifying Party will conduct shall have failed to assume the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to the Indemnified Party in any such Claim with due regard for action or proceeding or (iii) the business interests named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and potential related liabilities the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to the Indemnified Party that are different from, or additional to, those available to the Indemnifying Party. If the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party as permitted by the provisions of the preceding sentence, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnified Party. Notwithstanding the foregoing, and (iii) the Indemnifying Party will shall not agree to be liable for the reasonable fees and expenses of more than one counsel at any settlement that would admit liability on the part of time for the Indemnified Party in connection with any one such action or involve relief other than payment of money, without proceeding or separate but substantially similar or related actions or proceedings in the approval same jurisdiction arising out of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests same general allegations or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expensecircumstances. The No Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, shall consent to the entry of any judgment or enter into any settlement which that does not include, include as an unconditional term thereof, thereof the giving by the claimant claimant's or plaintiff to plaintiff's release of the Indemnified Party of a release from all liability in respect thereof. After notice to concerning the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal action or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to proceeding or which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of includes any of the same without the consent of the Indemnifying Partynon-monetary settlement.

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

Indemnification Procedures. The Promptly after receipt by a Party seeking indemnification under this Section 12 (individuallyan “Indemnitee”) of notice of any pending or threatened Claim against it, such Indemnitee shall give written notice thereof to the “Indemnified Party”), shall promptly notify Party from whom the other Party Indemnitee is entitled to seek indemnification pursuant to this Section 12 (the “Indemnifying Party”) in writing of ); provided that the Claim. Such Claim for indemnity shall indicate failure so to notify the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Indemnifying Party shall permit not relieve it of any liability that it may have to any Indemnitee hereunder, except to the extent the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided Party demonstrates that (i) the Indemnified it is materially prejudiced thereby. The Indemnifying Party will have the right shall be entitled to participate in the defense of any such Claim at and, to the extent that it elects within [****]* of its own cost receipt of notice of the Claim from the Indemnitee, to assume control of the defense of such Claim (unless (i) the Indemnifying Party is also a party to such proceeding and expensethe Indemnifying Party has asserted a cross claim against the Indemnified Party or a court has otherwise determined that such that joint * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. representation would be inappropriate, or (ii) the Indemnifying Party will conduct fails to provide reasonable assurance to the defense Indemnitee of any its financial capacity to defend the Indemnitee in such Claim Proceeding) with due regard for counsel reasonably satisfactory to the business interests and potential related liabilities of the Indemnified PartyIndemnitee and, and (iii) after notice from the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry Indemnitee of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s its election to assume the defense of such Claim, the Indemnifying Party shall not, as long as it diligently conducts such defense, be liable to the Indemnified Party Indemnitee for such legal or other expenses any out-of-pocket costs subsequently incurred by the Indemnified Indemnitee in investigating or defending such Claim. No compromise or settlement of any Claim which is to be indemnified may be effected by either Party in connection with without the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying other Party’s own cost and expensewritten consent, and will which consent shall not settle be unreasonably withheld or otherwise dispose of any of the same without the consent of the Indemnifying Partydelayed.

Indemnification Procedures. The (a) Promptly after receipt by an Indemnified Party seeking indemnification (individuallyof notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the “Indemnified Party”)Indemnifying Party under this ARTICLE IX, shall promptly notify the other Indemnifying Party (the “Indemnifying Party”) in writing of the Claimcommencement thereof; but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party otherwise than under this ARTICLE IX. Such Claim for indemnity In case any such action shall indicate be brought against any Indemnified Party and it shall notify the nature Indemnifying Party of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnitycommencement thereof, the Indemnified Indemnifying Party shall permit be entitled to participate therein and, to the extent that it shall wish, jointly with any other Indemnifying Party, at its option and expenseParty similarly notified, to assume the complete defense of thereof, with counsel reasonably satisfactory to such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel who shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this ARTICLE IX for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party, in connection with the defense thereof other than reasonable costs of investigation. If the Indemnifying Party fails to notify the Indemnified Party within 15 days after receipt by the Indemnifying Party of written notice from the Indemnified Party of the commencement of such action that the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 9.4, or if the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 9.4 but fails diligently to prosecute the proceedings related to such claim as herein provided, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), such claim by all appropriate proceedings. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or enter into any settlement threatened action or claim in respect of which does indemnification or contribution may be sought under this ARTICLE IX (whether or not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of a release the Indemnified Party from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense arising out of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal action or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party claim and (ii) does not elect include a statement as to, or an admission of, fault, culpability or a failure to assume control of the defenseact, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle by or otherwise dispose on behalf of any of the same without the consent of the Indemnifying Indemnified Party.

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

Indemnification Procedures. The Party Any party seeking indemnification under this Article VI for a third party claim (individually, the “Indemnified Party”), shall promptly ) must notify the other Party party from whom such indemnity is sought (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made any claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the failure to so notify will not adversely impact the Indemnified Party seeks indemnityParty’s right to indemnification hereunder except to the extent that such failure to notify actually prejudices, the Indemnified Party shall permit or 15 prevents the Indemnifying Party’s ability to defend such claim, demand, action or proceeding. The Indemnifying Party will have the right at its option and expense, expense to assume the complete defense of such Claim, provided that (i) thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party will have the right (i) to participate in participate, at its own expense, with respect to any claim, demand, action or proceeding that is being diligently defended by the Indemnifying Party and (ii) to assume the defense of any such Claim claim, demand, action or proceeding at its own the cost and expenseexpense of the Indemnifying Party if the Indemnifying Party fails or ceases to defend the same. In connection with any such claim, demand, action or proceeding the parties will cooperate with each other and provide each other with access to relevant books and records in their possession. If a firm written offer is made to the Indemnifying Party to settle any such claim, demand, action or proceeding solely in exchange for monetary sums to be paid by the Indemnifying Party (and such settlement contains a complete release of the Indemnified Party and its Subsidiaries and their respective directors, officers and employees) and the Indemnifying Party proposes to accept such settlement and the Indemnified Party refuses to consent to such settlement, then (i) the Indemnifying Party will be excused from, and the Indemnified Party will be solely responsible for, all further defense of such claim, demand, action or proceeding, (ii) the maximum liability of the Indemnifying Party relating to such claim, demand, action or proceeding will conduct be the defense of any such Claim with due regard for the business interests and potential related liabilities amount of the proposed settlement if the amount thereafter recovered from the Indemnified PartyParty on such claim, demand, action or proceeding is greater than the amount of the proposed settlement, and (iii) the Indemnifying Indemnified Party will not agree to any pay all attorneys’ fees and legal costs and expenses incurred after rejection of such settlement by the Indemnified Party; provided, however, that would admit liability on if the part of amount thereafter recovered by the third party from the Indemnified Party or involve relief other is less than payment of money, without the approval amount of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defenseproposed settlement, the Indemnified Party will afford be reimbursed by the Indemnifying Party an opportunity for such attorneys’ fees and legal costs and expenses up to participate in such defense at a maximum amount equal to the Indemnifying Party’s own cost difference between the amount recovered by the third party and expense, and will not settle or otherwise dispose of any the amount of the same without the consent of the Indemnifying Partyproposed settlement.

Indemnification Procedures. The Promptly after receipt by a party entitled to indemnification pursuant to this Section 5 (each, an "INDEMNIFIED PARTY") of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such Indemnified Party seeking will, if a claim is to be made against the party obligated to provide indemnification pursuant to this section (individuallyeach, the “Indemnified Party”an "INDEMNIFYING PARTY"), shall promptly notify the other Indemnifying Party (of the “commencement thereof; but the omission to provide such notice will not relieve the Indemnifying Party from any liability hereunder, except to the extent that the delay in giving, or failing to give, such notice has a material adverse effect upon the ability of the Indemnifying Party to defend against the claim. In case such action is brought against an Indemnified Party, the Indemnifying Party will have the right to participate in and, at the Indemnifying Party”) 's option, to assume the defense thereof, singly or jointly with any other Indemnifying Party similarly notified, with counsel reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which any action include both the Indemnified Party seeks indemnity, and the Indemnifying Party and the Indemnified Party shall permit reasonably concludes that there may be legal defenses available to any Indemnified Parties that are different from or additional to those available to the Indemnifying Party, at its option and expenseor if there is a conflict of interest which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to select counsel to participate in the defense of any such Claim action on behalf of such Indemnified Party at its own cost and expensethe expense of the Indemnifying Party; provided further, (ii) however, that the Indemnifying Party will conduct the defense of any such Claim with due regard be responsible for the business interests expense of only one such special counsel (and potential related liabilities of one local counsel if necessary for jurisdictional purposes) selected jointly by the Indemnified Parties, if there is more than one Indemnified Party, and (iii) the . After notice from an Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the such Indemnifying Party’s 's election to assume the defense of such Claimthe action, the Indemnifying Party shall will not be liable to the such Indemnified Party pursuant to this Section 5 for such any legal or other expenses expense subsequently incurred by the such Indemnified Party in connection with the defense thereof at other than reasonable costs of investigation, unless (i) the request Indemnified Party has employed counsel in accordance with the proviso of the Indemnifying Party. As to those Claims with respect to which preceding sentence or (ii) the Indemnifying Party does has not elect employed counsel reasonably satisfactory to assume control of the defense, the Indemnified Party will afford to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party an opportunity to participate in such defense has authorized the employment of counsel for the Indemnified Party at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent expense of the Indemnifying Party.

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

Indemnification Procedures. The Party seeking Any person obligated to provide indemnification under this Article VIII (individually, "Indemnifying Party" for the “purpose of this Section 8.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party”), shall promptly notify " for the other purpose of this Section 8.4) unless such Indemnified Party (will have notified the “Indemnifying Party”) Party in writing within a reasonable time after the summons or other first legal process giving information of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and claim upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the basis therefor. Promptly after a Claim is made for Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party seeks indemnityagainst whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Partybe entitled to participate, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense, in the defense thereof. The Indemnifying Party also will notbe entitled to assume the defense thereof, in defense of any such Claim, except with the consent of the Indemnified Party, consent counsel satisfactory to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, party named in the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereofaction. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party’s 's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of such Claimany additional counsel retained by it, and the Indemnifying Party shall will not be liable to the Indemnified Party such party under this Agreement for such any legal or other expenses subsequently incurred by the Indemnified Party such party independently in connection with the defense thereof at the request other than reasonable costs of the Indemnifying Party. As to those Claims with respect to which investigation, unless: (a) the Indemnifying Party does not elect to assume control of the defense, and the Indemnified Party will afford have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party an opportunity and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to participate in actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such defense at consent or if there is a final judgment for the plaintiff, the Indemnifying Party’s own cost Party agrees to indemnify the Indemnified Party from and expense, and will not settle against any loss or otherwise dispose liability by reason of any such settlement or judgment. A successor by law of the same without parties to this Agreement will be entitled to the consent benefits of the Indemnifying Partyindemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedures. The If any Claim is commenced against a Party seeking entitled to indemnification under Clause 16.1 or Clause 16.2 (individually, the an “Indemnified Party”), written notice thereof shall promptly notify be given to the other Party entity that is obligated to provide indemnification (the “Indemnifying Party”) as promptly as practicable but in writing of no event less than twenty (20) days prior to the Claim. Such Claim for indemnity shall indicate date on which the nature of the Claim and the basis therefor. Promptly after a response to such Claim is made for which due (or immediately, if less than twenty (20) days). After such notice, if the Indemnifying Party acknowledges that this Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice delivered to the Indemnified Party seeks indemnitynot less than ten (10) days prior to the date on which a response to such Claim is due (or as soon as reasonably practicable, if less than ten (10) days), to immediately take control of the defence and investigation of such Claim and to employ and engage attorneys acceptable to the Indemnified Party shall permit to handle and defend the Indemnifying Partysame, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Partiesexpense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, separate independent counsel shall be retained for each trial and defence of such Claim and any appeal arising there-from; provided, however, that the Indemnified Party may, at its own expense, participate (through its attorneys or otherwise) in such investigation, trial and defence of such Claim and any appeal arising there-from but shall have no power to settle such Claim without the prior consent of the Indemnifying Party. The No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party will not, in defense of any such Claim, except with shall be entered into without the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which If the Indemnifying Party does not elect to assume full control over the defence of a Claim, Clause whilst the defenseIndemnifying Party may participate in such defence, at its expense, the Indemnified Party will afford shall have the Indemnifying Party an opportunity right to participate defend the Claim in such defense manner as it may deem appropriate, at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent expense of the Indemnifying Party.

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

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

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

Indemnification Procedures. The Party seeking indemnification If any Claim is commenced against an indemnified party (individually, the hereinafter “Indemnified Party”), notice thereof shall promptly notify be given to the other Party indemnifying party (the “hereinafter Indemnifying Party”) as promptly as practicable. After such notice, if the Indemnifying Party shall acknowledge in writing of to such Indemnified Party that this MSA applies with respect to such Claim, then the Claim. Such Claim for indemnity Indemnifying Party shall indicate the nature of the Claim and the basis therefor. Promptly after be entitled, if it so elects, in a Claim is made for which notice delivered to the Indemnified Party seeks indemnitynot less than thirty (30) days prior to the date on which a response to such Claim is due, to immediately take control of the defense and investigation of such Claim and to employ and engage attorneys subject to the approval of Indemnified Party, which shall not be unreasonably withheld, to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The indemnifying party agrees to consult with the Indemnified Party regarding the defense of the claim and the Indemnified Party shall permit cooperate in all reasonable respects with the Indemnifying PartyParty and its attorneys in the investigation, at its option trial, and expense, to assume the complete defense of such ClaimClaim and any appeal arising there from; provided, provided however, that (i) the Indemnified Party will have the right to participate in the defense of any such Claim may, at its own cost and expense, (ii) participate, through its attorneys or otherwise, in such investigation, trial, and defense of such Claim and any appeal arising therefrom. No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with entered into without the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement Party which does shall not include, as an unconditional term thereof, the giving be unreasonably withheld. After notice by the claimant or plaintiff Indemnifying Party to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s its election to assume full control of the defense of any such Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Partythat Claim. As to those Claims with respect to which If the Indemnifying Party does not elect assume full control over the defense of a Claim subject to assume control of the defensesuch defense as provided in this Section 30.04, the Indemnified Party will afford the Indemnifying Party an opportunity to may participate in such defense defense, at the Indemnifying Party’s own its sole cost and expense, and will not settle or otherwise dispose of any of the same without Indemnified Party shall have the consent right to defend the Claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party.

Indemnification Procedures. The A Party seeking indemnification claiming indemnity under this Article 11 (individually, the “Indemnified Party”), ) shall promptly notify give written notice to the other Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of such Claim. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in writing connection with the defense of the Claimclaim for which indemnity is being sought. Such Claim for indemnity The Indemnifying Party shall indicate have the nature right to assume and conduct the defense of the Claim and the basis therefor. Promptly after a Claim is made for which claim with counsel of its choice; provided the Indemnified Party seeks indemnitymay participate in and monitor such defense with counsel of its own choosing [***]; provided further, that the Indemnifying Party shall obtain the prior written consent (such consent to not be unreasonably withheld, delayed or conditioned) of any such Indemnified Party as to any settlement which would materially diminish or materially adversely affect the scope, exclusivity or duration of any Patents licensed under this Agreement, would require any payment by such Indemnified Party, would require an admission of legal wrongdoing in [ *** ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any way on the part of an Indemnified Party, would effect an amendment of this Agreement or would otherwise materially adversely affect the Indemnified Party. So long as the Indemnifying Party is actively defending the claim in good faith, the Indemnified Party shall permit not settle any such claim without the prior written consent of the Indemnifying Party, at its option . If the Indemnifying Party does not assume and expense, to assume conduct the complete defense of such Claimthe claim as provided above, provided that (ia) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Partymay defend against, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, with respect to the giving by the claimant or plaintiff to claim in any manner the Indemnified Party of a release from all liability in respect thereof. After notice to may deem reasonably appropriate (and the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claimneed not consult with, or obtain any consent from, the Indemnifying Party shall be liable in connection therewith), and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party as provided in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partythis Article 11.

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

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

Indemnification Procedures. The Party seeking indemnification Promptly after receipt by a Baxter Indemnitee or an AAC Indemnitee (together or individually, the an “Indemnified PartyIndemnitee”) of notice of any pending or threatened claim against it (an “Action”), such Indemnitee shall promptly notify give written notice to the other Party to whom the Indemnitee is entitled to look for indemnification pursuant to this Article 11 (the “Indemnifying Party”) in writing of the Claimcommencement thereof. Such Claim for indemnity The failure to so notify the Indemnifying Party shall indicate not relieve it of any liability that it may have to any Indemnitee hereunder, except to the nature extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Action that is subject to indemnification under Section 11.2 or Section 11.3 shall be brought against an Indemnitee and it shall give written notice to the Indemnifying Party of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnitycommencement thereof, the Indemnified Indemnifying Party shall permit the Indemnifying Partybe entitled to participate therein and, at its option and expenseif it so desires, to assume the complete defense of thereof with counsel reasonably satisfactory to such ClaimIndemnitee and, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) after notice from the Indemnifying Party will conduct to the Indemnitee of its election to assume the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Partythereof, and (iii) the Indemnifying Party will shall not agree be liable to such Indemnitee under this Article 11 for any settlement that would admit liability on the part fees of the Indemnified Party other counsel or involve relief any other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will notexpenses, in defense of any each case subsequently incurred by such Claim, except Indemnitee in connection with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect defense thereof. After notice to the Indemnified Party of the Notwithstanding an Indemnifying Party’s election to assume the defense of any such ClaimAction that is subject to indemnification under Section 11.2 or Section 11.3, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of such Action at its own expense. If an Indemnifying Party assumes the defense of such Action, no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnitee’s written consent, which consent shall not be liable to the Indemnified Party for such legal unreasonably withheld or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request delayed, unless (a) there is no finding or admission of any violation of law or any violation of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose rights of any of Third Party and no effect on any other claims that may be made against the same without Indemnitee and (b) the consent of sole relief provided is monetary damages that are paid in full by the Indemnifying Party.

Indemnification Procedures. The (a) Promptly after receipt by an Indemnified Party seeking indemnification (individuallyof notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the “Indemnified Party”)Indemnifying Party under this Article IX, shall promptly notify the other Indemnifying Party (the “Indemnifying Party”) in writing of the Claimcommencement thereof; but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party otherwise than under this Article IX. Such Claim for indemnity In case any such action shall indicate be brought against any Indemnified Party and it shall notify the nature Indemnifying Party of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnitycommencement thereof, the Indemnified Indemnifying Party shall permit be entitled to participate therein and, to the extent that it shall wish, jointly with any other Indemnifying Party, at its option and expenseParty similarly notified, to assume the complete defense of thereof, with counsel reasonably satisfactory to such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel who shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Article IX for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party, in connection with the defense thereof other than reasonable costs of investigation. If the Indemnifying Party fails to notify the Indemnified Party within 15 days after receipt by the Indemnifying Party of written notice from the Indemnified Party of the commencement of such action that the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 9.5, or if the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 9.5 but fails diligently to prosecute the proceedings related to such claim as herein provided, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), such claim by all appropriate proceedings. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or enter into any settlement threatened action or claim in respect of which does indemnification or contribution may be sought under this Article IX (whether or not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of a release the Indemnified Party from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense arising out of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal action or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party claim and (ii) does not elect include a statement as to, or an admission of, fault, culpability or a failure to assume control of the defenseact, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle by or otherwise dispose on behalf of any of the same without the consent of the Indemnifying Indemnified Party.

Indemnification Procedures. The If any third party claim is commenced against a Party seeking entitled to indemnification under Section 11.01 or Section 11.02 (individually, the “Indemnified Party”), notice thereof shall promptly notify be given to the other Party that is obligated to provide indemnification (the “Indemnifying Party”) as promptly as practicable. After such notice, if the Indemnifying Party shall acknowledge in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which to the Indemnified Party seeks indemnitythat this Agreement applies with respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the Indemnified Party but in no event less than 10 days prior to the date on which a response to such claim is due, to immediately take control of the defense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall permit cooperate, at the cost of the Indemnifying Party, at in all reasonable respects with the Indemnifying Party and its option attorneys in the investigation, trial and expense, to assume the complete defense of such Claimclaim and any appeal arising therefrom; provided, provided however, that (i) the Indemnified Party will have the right to participate in the defense of any such Claim may, at its own cost and expense, (ii) participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with entered into without the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving . After notice by the claimant or plaintiff Indemnifying Party to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s its election to assume full control of the defense of any such Claimclaim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Partythat claim. As to those Claims with respect to which If the Indemnifying Party does not elect assume full control over the defense of a claim subject to assume control of the defensesuch defense as provided in this Section, the Indemnified Party will afford the Indemnifying Party an opportunity to may participate in such defense defense, at the Indemnifying Party’s own its sole cost and expense, and will not settle or otherwise dispose of any of the same without Indemnified Party shall have the consent right to defend the claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party.

Indemnification Procedures. The Promptly after receipt by a party entitled to indemnification pursuant to this Section 5 (each, an "INDEMNIFIED PARTY") of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such Indemnified Party seeking will, if a claim is to be made against the party obligated to provide indemnification pursuant to this section (individuallyeach, the “Indemnified Party”an "INDEMNIFYING PARTY"), shall promptly notify the other Indemnifying Party (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate commencement thereof; but the nature omission to provide such notice will not relieve the Indemnifying Party from any liability hereunder, except to the extent that the delay in giving, or failing to give, such notice has a material adverse effect upon the ability of the Claim and indemnifying party to defend against the basis thereforclaim. Promptly after a Claim In case such action is made for which the brought against an Indemnified Party seeks indemnityParty, the Indemnified Indemnifying Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in and, at the Indemnifying Party's option, to assume the defense of thereof, singly or jointly with any such Claim at its own cost other Indemnifying Party similarly notified, with counsel reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any action include both the Indemnified Party and expense, (ii) the Indemnifying Party will conduct and the defense Indemnified Party shall have reasonably concluded based on advice of counsel that there may be legal defenses available to any such Claim with due regard Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if there is a conflict of interest which would prevent counsel for the business interests and potential related liabilities of Indemnifying Party from also representing the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without shall have the approval of the Indemnified Party, not right to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense select counsel to represent both Parties, separate independent counsel shall be retained for each participate in the defense of such action on behalf of such Indemnified Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party expense of the Indemnifying Party’s ; provided that the Indemnifying Party shall be responsible for the expense of only one such special counsel selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party's election to assume the defense of such Claimthe action, the Indemnifying Party shall will not be liable to the such Indemnified Party pursuant to this Section 5 for such any legal or other expenses expense subsequently incurred by the such Indemnified Party in connection with the defense thereof at other than reasonable costs of investigation, unless (i) the request Indemnified Party shall have employed counsel in accordance with the proviso of the Indemnifying Party. As to those Claims with respect to which preceding sentence, or (ii) the Indemnifying Party does shall not elect have employed counsel reasonably satisfactory to assume control of the defense, the Indemnified Party will afford to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party an opportunity to participate in such defense has authorized the employment of counsel for the Indemnified Party at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent expense of the Indemnifying Party.

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

Indemnification Procedures. The If a Party seeking indemnification (individually, the “Indemnified Party”)) believes it is entitled to indemnification and defense pursuant to this Section 9 with respect to a Third Party Claim, shall promptly it will notify the other Party (the “Indemnifying Party”) in writing promptly after it becomes aware of such Third Party Claim (provided that the failure of the ClaimIndemnified Party to so provide such notice will not relieve the Indemnifying Party of its obligations under this Section 9, except to the extent the Indemnifying Party is actually prejudiced thereby). Such Claim for indemnity shall indicate Within thirty (30) days after receipt of such notice, the nature Indemnifying Party will, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Claim with counsel selected by the Indemnifying Party (which may be, at the Indemnifying Party’s election, the Indemnifying Party’s in-house litigation counsel). If the Indemnifying Party believes that a Third-Party Claim presented to it for indemnification and the basis therefor. Promptly after a Claim defense is made for one as to which the Indemnified Party seeks indemnityis not entitled to indemnification and defense under this Section 9, it will so notify the Indemnified Party. The Indemnified Party shall permit may participate in such defense with counsel it selects, all at the Indemnified Party’s own expense. The Indemnified Party will provide the Indemnifying Party, at its option and the Indemnifying Party’s expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost with reasonable assistance and expense, (ii) cooperation as reasonably requested by the Indemnifying Party will conduct Party. Without the defense of any such Claim with due regard for the business interests and potential related liabilities prior written consent of the Indemnified Party, and (iii) such consent not to be unreasonably withheld, delayed or conditioned, the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified such Third Party Claim or involve relief other than payment of moneyconsent to any judgment in respect thereof; further, without the approval prior written consent of the Indemnified Indemnifying Party, such consent not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests delayed or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defenseconditioned, the Indemnified Party will afford the Indemnifying not agree to any settlement of such Third Party an opportunity Claim or consent to participate any judgment in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyrespect thereof.

Indemnification Procedures. The following procedures shall apply to any Third Party seeking indemnification claim, suit, action or demand for which the Corregidor Indemnitees or Alkermes Indemnitees, as the case may be (individually, the “Indemnified Party”), may be entitled to indemnification under this Article 7 (a “Claim”). To be eligible to be Indemnified for a Claim, the Indemnified Party shall promptly notify (i) provide the other Party required to Indemnify the Indemnified Party (the “Indemnifying THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION COPY Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature with prompt written notice of the Claim giving rise to the indemnification obligation under this Article 7, provided that, the failure to provide prompt notice shall not relieve the Indemnifying Party of any of its obligations under this Article 7 except to the extent the Indemnifying Party is actually prejudiced thereby; (ii) provide the Indemnifying Party with the exclusive ability to defend (with the reasonable cooperation of the Indemnified Party) against the Claim; and (iii) not settle, admit or materially prejudice the basis thereforClaim, without the Indemnifying Party’s prior written consent. Promptly after a Claim is made The Indemnified Party shall reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense of any Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to participate in and have counsel selected by it participate, at the Indemnified Party’s expense, in any action for which the Indemnified Party seeks indemnity, the to be Indemnified Party shall permit by the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will notshall not settle or compromise, in defense of any such Claim, except with the consent of the Indemnified Party, or consent to the entry of any judgment or enter into with respect to, any settlement which does not includeClaim, as an unconditional term thereof, without the giving by the claimant or plaintiff to prior written consent of the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, which will not be unreasonably withheld or delayed; provided that, the Indemnifying Party shall be liable to may settle or compromise any Claim in its absolute discretion if the Indemnified Party settlement or compromise provides for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party an unconditional release of, and does not elect to assume control of the defenseimpose any requirements on or have any material adverse effect on, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Party.

Indemnification Procedures. The Each Party’s agreement to indemnify, defend, and hold harmless under Section 11.1 or 11.2, as applicable, is conditioned upon the indemnified party (a) providing written notice to the indemnifying Party seeking of any claim, demand or action arising out of the indemnified matter as soon as reasonably possible, and in any event no later than within thirty (30) Calendar Days after the indemnified Party has actual knowledge of such claim, demand or action, (b) permitting the indemnifying Party to assume control over the investigation of, preparation and defense against, and settlement or voluntary disposition of any such claim, demand or action, (c) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation, preparation, defense, and settlement or voluntary disposition of any such claim, demand or action, and (d) not compromising, settling, or entering into any voluntary disposition of any such claim, demand or action without the indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that, if the party entitled to indemnification (individually, the “Indemnified Party”), shall fails to promptly notify the other indemnifying Party pursuant to the foregoing clause (a), the “Indemnifying Party”) indemnifying Party will only be relieved of its indemnification obligation to the extent materially prejudiced by such failure. In no event may the indemnifying Party compromise, settle, or enter into any voluntary disposition of any claim, demand or action in writing any manner that admits material fault or wrongdoing on the part of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit indemnified party or incurs non-indemnified liability on the part of the Indemnified Party or involve relief other than payment of money, indemnified party without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the prior written consent of the Indemnified Partyindemnified party, consent and in no event may the indemnifying Party settle, compromise, or agree to the entry any voluntary disposition of any judgment or enter into matter subject to indemnification hereunder in any settlement manner which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party may adversely affect any portion of the Indemnifying PartyMP Technology, any Patents owned, controlled, or licensed by Cempra, or Cempra’s, its Affiliates’, Sublicensees’, or Product Partners’ ability to Manufacture or Commercialize Products, without Cempra’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyprior written consent.

Indemnification Procedures. The Party seeking indemnification claiming indemnity under this ARTICLE 10 (individually, the “Indemnified Party”), ) shall promptly notify give written notice to the other Party from whom indemnity is being sought (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense learning of such Claim, provided Claim or Loss; provide that (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability no delay on the part of the Indemnified Party or involve relief other than payment in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s sole cost and expense, in connection with the defense of money, a Claim for which indemnification is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole cost and expense. The Indemnifying Party shall not settle any Claim without the approval prior written consent of the Indemnified Party, not to be unreasonably conditioned, withheld; , and/or delayed, unless the settlement involves only the payment of money and providedincludes a complete release of claims for the Indemnified Party. If the Indemnifying Party is actively defending the Claim in good faith, further, that if it is reasonably likely that the Parties may have conflicting interests Indemnified Party shall not settle or if it is otherwise not advisable under applicable legal and ethical requirements for compromise any such Claim without the prior written consent of the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The If the Indemnifying Party will not, in does not assume and conduct the defense of any such Claim, except with the consent Claim within thirty (30) days after receipt of written notice thereof from the Indemnified Party, then (a) the Indemnified Party may defend against, consent to the entry of any judgment judgment, or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff with respect to such Claim in any manner the Indemnified Party of a release from all liability in respect thereof. After notice to may deem reasonably appropriate (and the Indemnified Party of the Indemnifying Party’s election need not consult with, but will obtain any consent (not to assume the defense of such Claimbe unreasonably withheld) from, the Indemnifying Party shall be liable in connection therewith) and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party as provided in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any of the same without the consent of the Indemnifying Partythis ARTICLE 10.

Indemnification Procedures. The Any Party seeking indemnification under this Article V for a third party claim (individually, the “Indemnified Party”), shall promptly ) must notify the other Party from whom such indemnity is sought (the “Indemnifying Party”) in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made any claim, demand, action or proceeding for which indemnification will be sought; provided, however, that the failure to so notify will not adversely impact the Indemnified Party seeks indemnityParty’s right to indemnification hereunder except and solely to the extent that such failure to notify actually prejudices, the Indemnified Party shall permit or prevents the Indemnifying Party’s ability to defend such claim, demand, action or proceeding. The Indemnifying Party will have the right at its option and expense, expense to assume the complete defense of such Claim, provided that (i) thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party will have the right (i) to participate in participate, at its own expense, with respect to any claim, demand, action or proceeding that is being diligently defended by the Indemnifying Party and (ii) to assume the defense of any such Claim claim, demand, action or proceeding at its own the cost and expenseexpense of the Indemnifying Party if the Indemnifying Party fails or ceases to diligently defend the same. In connection with any such claim, demand, action or proceeding the Parties will cooperate with each other and provide each other with access to relevant books and records in their possession. If a firm written offer is made to the Indemnifying Party to settle any such claim, demand, action or proceeding solely in exchange for monetary sums to be paid by the Indemnifying Party (iiand such settlement contains a complete release of the Indemnified Party and its Subsidiaries and their respective directors, officers and employees) and the Indemnifying Party proposes to accept such settlement and the Indemnified Party refuses to consent to such settlement, then (A) the Indemnifying Party will conduct be excused from, and the Indemnified Party will be solely responsible for, all further defense of any such Claim with due regard for claim, demand, action or proceeding, (B) the business interests maximum liability of the Indemnifying Party relating to such claim, demand, action or proceeding will be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party on such claim, demand, action or proceeding is greater than the amount of the proposed settlement, and potential related liabilities (C) the Indemnified Party will pay all attorneys’ fees and legal costs and expenses incurred after rejection of such settlement by the Indemnified Party; provided, and (iii) however, that if the Indemnifying Party will not agree to any settlement that would admit liability on amount thereafter recovered by the part of third party from the Indemnified Party or involve relief other is less than payment of money, without the approval amount of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defenseproposed settlement, the Indemnified Party will afford be reimbursed by the Indemnifying Party an opportunity for such attorneys’ fees and legal costs and expenses up to participate in such defense at a maximum amount equal to the Indemnifying Party’s own cost difference between the amount recovered by the third party and expense, and will not settle or otherwise dispose of any the amount of the same without the consent of the Indemnifying Partyproposed settlement.