Common use of Indemnification Process Clause in Contracts

Indemnification Process. Each party indemnified under the provisions of this Agreement, upon receipt of written notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed).

Indemnification Process. Each In respect of any claim, suit or demand by any third party indemnified under ("Third Party Claim") arising from or relating to unauthorized acts or breaches of the provisions terms of this Agreement, upon receipt of Company and Licensor (each, an "Indemnified Party") shall give the Party hereto from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any Third Party Claim or of which such Indemnified Party has knowledge concerning any losses as to which such Indemnified Party may request indemnification hereunder. If the service of a summons or other initial legal process upon it Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any action instituted against it for which it losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in assume and control the defense of such Third Party Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense and through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory choice if it gives notice of its intention to do so to the indemnified party against whom Indemnified Party within five (5) days of the receipt of such Claim is asserted or who shall be notice from the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, Indemnified Party; provided that if there exists or is reasonably likely to exist a conflict or interest that would make it inappropriate in the indemnifying party shall obtain the consent judgment of the indemnified party (which consent may be withheld Indemnified Party, in its sole and absolute discretion) before entering into any settlement, adjustment or compromise of such Claimsfor the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided further that then the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release Indemnified Party shall be reasonably satisfactory in form and substance entitled to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified partyretain its own counsel, at the expense of the indemnifying partyIndemnifying Party. If In the indemnifying party event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall elect not cooperate with the Indemnifying Party in such defense and make available to assume the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense of against any such Claim Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnified Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or action, such indemnifying party shall reimburse such indemnified party for under the reasonable fees and expenses of any counsel retained by it, and shall be bound Indemnifying Party's control relating thereto as is reasonably required by the results obtained Indemnified Party. No such Third Party Claim may be settled by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled Indemnifying Party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed)Indemnified Party.

Indemnification Process. Each party indemnified under the provisions of this AgreementIf CARDAX, upon receipt of written notice of any Claim Affiliates or the service of a summons their respective employees, servants or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claimagents, or CAPSUGEL, its Affiliates or their respective employees, servants or agents (in each case an “Indemnified Party”), receive any written claim which such Indemnified Party believes is the commencement subject of indemnity hereunder by the other Party hereto (an “Indemnifying Party”), the Indemnified Party shall, as soon as reasonably practicable after forming such actionbelief, or threat thereof, give notice thereof to the Party from whom indemnity shall be sought hereunder; providedIndemnifying Party, however, provided that the failure to provide such give timely notice within a reasonable period of time to the Indemnifying Party as contemplated hereby shall not relieve release the indemnifying party of Indemnifying Party from any of its obligations hereunder except liability to the extent Indemnified Party unless the indemnifying party Indemnifying Party demonstrates that the defense of such claim is prejudiced by such failure. Each indemnifying party The Indemnifying Party shall be entitled at its own expense to participate in have the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunderright, by written prompt notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not Indemnified Party to assume the defense of such Claim or actionclaim at its cost, with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not so assume the defense of such indemnifying party claim or, having done so, does not diligently pursue such defense, the Indemnified Party may assume the defense, with counsel of its choice, but at the cost of the Indemnifying Party. If the Indemnifying Party so assumes the defense, it shall reimburse have absolute control of the litigation; the Indemnified Party may, nevertheless, participate therein through counsel of its choice and at its cost. The Party not assuming the defense of any such indemnified party claim shall render all reasonable assistance to the Party assuming such defense, and out-of-pocket costs of such assistance shall be for the reasonable fees and expenses account of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of Indemnifying Party. No such Claim or action; provided, however, that no such Claim or action claim shall be settled without other than by the written Party defending the same, and then only with the consent of the indemnifying party (other Party, which consent shall not be unreasonably withheld withheld; provided that the Indemnified Party shall have no obligation to consent to any settlement of any such claim which (i) imposes on the Indemnified Party any liability or delayed)obligation which cannot be assumed or performed in full by the Indemnifying Party, (ii) does not unconditionally release the Indemnified Party, (iii) does require a statement as to or an admission of fault, culpability or failure to act by or on behalf of Indemnified Party or any of its Affiliates or (iv) does impose any restrictions on the conduct of business by the Indemnified Party or its Affiliates.

Indemnification Process. Each party indemnified under the provisions of this Agreement, upon receipt of written notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; , provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is if prejudiced by such failure. Each indemnifying party shall be entitled at as its own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any Claim or action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party materially different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to and, in such event, the extent reasonably determined by reasonable fees and expenses of such counsel to shall be necessary to protect the interests of the indemnified party, at the expense of borne by the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed).

Indemnification Process. Each party indemnified under the provisions of this AgreementIf Sagent, upon receipt of written notice of any Claim its distributors, Affiliates or the service of a summons their respective employees, servants or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claimagents, or Gland, its Affiliates or their respective employees, servants or agents (in each case an “Indemnified Party”), receive any written claim which such Indemnified Party believes is the commencement subject of indemnity hereunder by the other Party hereto (an “Indemnifying Party”), the Indemnified Party shall, as soon as reasonably practicable after forming such actionbelief, or threat thereof, give notice thereof to the Party from whom indemnity shall be sought hereunder; providedIndemnifying Party, however, provided that the failure to provide such give timely notice within a reasonable period of time to the Indemnifying Party as contemplated hereby shall not relieve release the indemnifying party of Indemnifying Party from any of its obligations hereunder except liability to the extent Indemnified Party unless the indemnifying party Indemnifying Party demonstrates that the defense of such claim is prejudiced by such failure. Each indemnifying party The Indemnifying Party shall be entitled at its own expense to participate in have the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunderright, by written prompt notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not Indemnified Party to assume the defense of such Claim or actionclaim at its cost, with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not so assume the defense of such indemnifying party claim or, having done so, does not diligently pursue such defense, the Indemnified Party may assume the defense, with counsel of its choice, but at the cost of the Indemnifying Party. If the Indemnifying Party so assumes the defense, it shall reimburse have absolute control of the litigation; the Indemnified Party may, nevertheless, participate therein through counsel of its choice and at its cost. The Party not assuming the defense of any such indemnified party claim shall render all reasonable assistance to the Party assuming such defense, and out-of-pocket costs of such assistance shall be for the reasonable fees [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and expenses Exchange Commission account of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of Indemnifying Party. No such Claim or action; provided, however, that no such Claim or action claim shall be settled without other than by the written Party defending the same, and then only with the consent of the indemnifying party (other Party, which consent shall not be unreasonably withheld withheld; provided that the Indemnified Party shall have no obligation to consent to any settlement of any such claim which (i) imposes on the Indemnified Party any liability or delayed)obligation which cannot be assumed or performed in full by the Indemnifying Party, (ii) does not unconditionally release the Indemnified Party, (iii) does require a statement as to or an admission of fault, culpability or failure to act by or on behalf of Indemnified Party or any of its Affiliates or (iv) does impose any restrictions on the conduct of business by the Indemnified Party or its Affiliates.

Indemnification Process. Each party Party’s indemnification obligations hereunder are conditioned upon the indemnified under party: (a) promptly notifying the provisions of this Agreement, upon receipt of written notice indemnifying Party of any Claim or the service of a summons or other initial legal process upon it claim in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreementwriting, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that provided the failure to provide such notice within a reasonable period of time shall will not relieve diminish the indemnifying party of any of its Party’s indemnity obligations hereunder except and only to the extent the indemnifying party is prejudiced Party forfeits rights or defenses by reason of such failure; (b) giving the indemnifying Party, at the indemnifying Party’s expense, reasonable assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified party. Each Any settlement by the indemnifying Party requiring the indemnified party shall to make any admission of liability will be entitled at subject to the indemnified party’s written approval in its own expense sole discretion. The indemnified party will have the right to participate in the defense of such Claim or actionany indemnifiable claim with counsel selected by it, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such actionexpense, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available subject to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, Party’s right to conduct control the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses and indemnifiable claims, as applicable. In no event will either Party be liable to the extent reasonably determined other or to any third-party for claims (whether direct or indirect) caused by such counsel to be necessary to protect the interests or incurred as a result of the indemnified partyParty’s own negligence, at acts or omissions or its employees or agents in connection with this LSA. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the expense percentage of a claimant’s indemnifiable claims attributable to the indemnifying party. If indemnitee’s negligence or other fault, breach of contract or warranty, or to strict liability imposed upon the indemnifying party shall elect not to assume the defense indemnitee as a matter of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed)law.

Indemnification Process. Each If any action shall be brought against either party indemnified under (the "Claimant") in respect to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of this AgreementSection 10, the Claimant shall promptly notify the Indemnifying Party in writing, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein. The Claimant shall cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense of any such action. The Indemnifying Party may upon receipt written notice to Claimant undertake to conduct all proceedings or negotiations in connection therewith, assume the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel, and payment of all expenses. Claimant shall have the right to employ separate counsel and participate in the defense at its own expense; provided that the Indemnifying Party shall control the defense. In the event that the parties materially disagree on any aspect of the defense, then the Claimant may elect to pursue its own defense and the Indemnifying Party's indemnification obligation shall cease. The Indemnifying Party shall reimburse Claimant upon demand for any payments made or loss suffered by it in connection with an indemnifiable matter at any time after the date of written notice of such claim, based upon the judgment of any Claim court of competent jurisdiction or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreementa bona fide compromise or settlement, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged approved in writing to by the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party Indemnifying Party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent approval shall not be unreasonably withheld withheld, delayed or delayedconditioned), of claims, demands, or actions, in respect of any damages to which the foregoing relates.

Indemnification Process. Each Promptly after receipt by an indemnified party indemnified under the provisions of this Agreement, upon receipt of written a notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, third party claim or the commencement of such any action, such indemnified party must (a) notify the indemnifying party in writing of any such claim; (b) provide the indemnifying party with reasonable assistance to settle or threat thereof, defend such claim at the indemnifying party’s own expense; and (c) grant to the Party from whom indemnity shall be sought hereunderindemnifying party the right to control the defense and/or settlement of such claim, at the indemnifying party’s own expense; provided, however, that (i) the failure to so notify, provide such notice within a reasonable period of time shall not assistance or grant authority and control will only relieve the indemnifying party of any of its obligations hereunder except obligation to the indemnified party to the extent that the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty thereby; (20ii) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party maywill not, without the consent of the indemnified party, settle or compromise or ’s consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of (such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect consent not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not 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 infringing intellectual property); and (iii) the indemnified party will have the right, at its expense, to participate in any legal proceeding to contest and defend a claim and to be represented by legal counsel of its choosing, but will have no right to settle a claim without the indemnifying party’s written consent, such consent not to be unreasonably withheld or delayed, and (iv) in the event the indemnifying party elects not 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 claim, at the indemnifying party’s expense.

Indemnification Process. Each party indemnified under In the provisions of this Agreement, upon receipt of event that any written notice of any Claim claim or the service of a summons or other initial legal process upon it in any action instituted against it demand for which it an indemnifying party (the “Indemnifying Party”) may have liability to any indemnified party (the “Indemnified Party”) hereunder is asserted against or sought to be entitled to indemnification pursuant to this Agreementcollected from any Indemnified Party by a third party, the Indemnified Party shall promptly give written notice notify the Indemnifying Party of such Claimclaim promptly (by notice to Connect LLC in the case of indemnification claimed under Section 6.1(a) and by notice to Change Healthcare in the case of indemnification claimed under Section 6.1(b)). Notwithstanding the foregoing, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the Indemnified Party’s failure to provide such notice within a reasonable period of time so notify the Indemnifying Party shall not relieve the indemnifying party of any of its obligations preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnifying party is prejudiced by Indemnifying Party’s ability to defend as provided herein (in which event the Indemnified Party’s right to indemnity will be reduced equitably to reflect such failurematerial prejudice). Each indemnifying party The Indemnifying Party shall be entitled promptly following notice of the claim from the Indemnified Party (but in any case no less than ten (10) Business Days before the due date for the answer or response to a claim) notify the Indemnified Party of its desire to defend such claim. In the event the Indemnifying Party so notifies the Indemnified Party, the Indemnifying Party shall have the right to defend such claim at its own expense and by counsel of its own choosing reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party states in such notice that the Indemnifying Party will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Party from and against the entirety of any and all Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by such claim, (ii) such claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party has not been advised by counsel that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of such claim, (iv) such claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement action, and (v) such claim is not in respect of Taxes of the Indemnified Party. If the Indemnifying Party elects to, and is able to, defend such claim, the Indemnified Party may participate at its own expense in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, claim by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to . Notwithstanding the indemnified party against whom such Claim is asserted or who foregoing, the Indemnified Party shall be entitled to direct or control the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise defense of such Claims, provided further that claim if (x) the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent Indemnified Party waives all right to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability indemnification it may have in respect of such Claim claim under this Article 6 or action which written release shall be reasonably satisfactory in form and substance (y) the Indemnifying Party elects not to defend against such claim or elects to defend against such claim but fails to vigorously defend such claim thereafter. Unless the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting Indemnified Party has assumed the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to a claim, the indemnifying party, then counsel for Indemnifying Party shall have the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests authority on behalf of the indemnified party, at Indemnified Party to settle any such claim (with the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party Indemnifying Party being responsible for the reasonable fees all costs and expenses of any counsel retained by it, and shall be bound by such settlement); provided that the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the prior written consent of the indemnifying party Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1) such settlement releases the Indemnified Party from all liabilities and obligations with respect to such claim, (2) such settlement shall not permit any order, injunction or other equitable relief to be entered, directly or indirectly, against the Indemnified Party, and (3) there is no admission by the Indemnified Party of any liability or of any violation of Applicable Law. Each of the Indemnifying Party and the Indemnified Party shall cooperate, and cause its Affiliates to cooperate, in the defense of any claim. No settlement of any claim may be made by the Indemnified Party without the consent of the Indemnifying Party (such consent not to be unreasonably withheld, delayed or conditioned).

Indemnification Process. Each party indemnified under Upon the provisions occurrence of this Agreementan event giving rise to indemnification hereunder, upon receipt of written notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be Party entitled to indemnification pursuant to this Agreement, hereunder (the “Indemnified Party”) shall promptly (i) give written prompt notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; providedproviding indemnification (the “Indemnifying Party”), however, that (ii) permit the failure Indemnifying Party’s attorneys to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in handle and control the defense of such Claim or actionclaims, orat the Indemnifying Party’s expense, if it and (iii) shall elect, so long as it has acknowledged cooperate in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense thereof. There shall be conducted by counsel chosen by such indemnifying party (no settlements, whether agreed to in court or out of court, without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the prior written mutual consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlementParties, adjustment or compromise of such Claims, provided further except that the indemnifying party may, Indemnifying Party may settle a claim without the consent of the indemnified partyIndemnified Party if (i) the settlement is purely monetary, settle or compromise or consent (ii) the Indemnifying Party hereunder admits in writing its liability to the entry of any judgment in any action involving only Indemnified Party hereunder, and (iii) concurrently with such settlement, the payment of money which includes as an unconditional term thereof Indemnifying Party pays the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified partyfull amount owed hereunder. Notwithstanding the immediately preceding sentenceforegoing, if in the named parties in such action (including impleaded parties) include event the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect Indemnifying Party does not to assume the defense of any such Claim claim or actionlitigation in accordance with the terms hereof within the earlier of (i) 90 days following written notice from the Indemnified Party or (ii) the 15th day preceding the due date for response to any complaint filed, then the Indemnified Party may defend against such indemnifying party shall reimburse claim or litigation in such indemnified party for manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the reasonable fees and expenses of same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate. In any counsel retained by it, and shall be bound action by the results obtained by Indemnified Party seeking indemnification from the indemnified party Indemnifying Party in respect of such Claim or action; providedaccordance with the provisions hereof, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent Indemnifying Party shall not be unreasonably withheld entitled to object to the manner in which the Indemnified Party defended such claim or delayed)the amount of or nature of any such settlement.

Indemnification Process. Each Indemnified Party shall give notice to the party indemnified under required to provide indemnification (the provisions of this Agreement, upon receipt of written notice “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for claim as to which it indemnity may be entitled sought, and shall permit the Indemnifying Party to indemnification pursuant to this Agreementassume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall promptly be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any Indemnified Party to give written notice as provided herein shall not relieve the Indemnifying Party of such Claim, or the commencement of such action, or threat thereof, its obligations under this Section 8.3 except to the extent that the Indemnifying Party from whom indemnity shall be sought hereunderis adversely affected by such failure. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the failure Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to provide such notice within a reasonable period of time shall not relieve actual or potential conflicting interests between the indemnifying Indemnified Party and any other party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced represented by such failurecounsel in such proceeding; provided further that in no event shall the Indemnifying Party be required to pay the expenses of more than one law firm per jurisdiction as counsel for the Indemnified Party. Each indemnifying party The Indemnifying Party also shall be entitled at its own expense responsible for the expenses of such defense if the Indemnifying Party does not elect to participate assume such defense. No Indemnifying Party, in the defense of any such Claim claim or actionlitigation shall, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain except with the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlementeach Indemnified Party, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any action involving only the payment of money settlement which includes does not include as an unconditional term thereof the delivery giving by the claimant or plaintiff to the indemnified party such Indemnified Party of a duly executed written release of the indemnified party from all liability in respect of such Claim claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying partieslitigation, and the indemnified party no Indemnified Party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available consent to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses entry of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of judgment or settle such Claim claim or action; provided, however, that no such Claim or action shall be settled litigation without the prior written consent of the indemnifying party (Indemnifying Party, which consent shall not be unreasonably withheld or delayed)withheld.

Indemnification Process. Each party indemnified under the provisions of this Agreement, upon receipt of written notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party materially different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to and, in such event, the extent reasonably determined by reasonable fees and expenses of such counsel to shall be necessary to protect the interests of the indemnified party, at the expense of borne by the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed).

Indemnification Process. Each party indemnified Whenever any claim arises for indemnification under the provisions of this Agreement, upon receipt of written notice of any Claim Agreement or the service of an event which may result in a summons or other initial legal process upon it in any action instituted against it claim for such indemnification has occurred for which it may be the Buyer Indemnified Parties are entitled to indemnification pursuant hereunder, the Buyer Indemnified Party will promptly notify Seller of the claim and, when known, the facts constituting the basis for such claim. Seller shall have the obligation to this Agreement, shall promptly give written notice of dispute and defend all such Claim, third party claims and thereafter so defend and pay any adverse final judgment or the commencement of such action, award or threat thereof, to the Party from whom indemnity settlement amount in regard thereto. Such defense shall be sought hereunder; providedcontrolled by Seller, however, that and the failure to provide such notice within a reasonable period cost of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted borne by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or themSeller, provided that the indemnifying Buyer Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Buyer Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Seller. The Buyer Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Seller. If Seller fails to take action within thirty (30) days of notice, then the Buyer Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Seller. The Buyer Indemnified Parties shall obtain also have the consent right and upon delivery of ten (10) days advance written notice to such effect to Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent defense of the indemnified partythird party claim by Seller, and any expenses incurred by the Buyer Indemnified Parties so acting shall be paid by Seller. Seller will not settle or compromise or consent any third party claim pursuant to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled this Section 7.2 without the prior written consent of the indemnifying party Buyer Indemnified Parties (which consent shall not be unreasonably withheld withheld, conditioned or delayeddelayed provided that such settlement is without injunctive or other non-monetary relief affecting the Buyer Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnified Parties and provides, in customary form, for the unconditional release of each Buyer Indemnified Party from all liabilities and obligations in connection with such claim).

Indemnification Process. Each (i) In the event that a party indemnified under the provisions of this Agreement, upon receipt of written notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification hereunder shall sustain or incur any Damages in respect of which indemnification may be sought by such party pursuant to this AgreementSection 5, the party seeking such indemnification (the “Indemnitee”) shall promptly give assert a claim for indemnification (“Indemnification Claim”) by giving prompt written notice of such Claim, or thereof (the commencement of such action, or threat thereof, “Notice”) to the Party from whom indemnity party providing indemnification (the “Indemnitor”) and shall be sought hereunderthereafter keep the Indemnitor reasonably informed with respect thereto; provided, howeverthat, that failure of the failure Indemnitee to provide such give the Indemnitor prompt notice within a reasonable period of time as provided herein shall not relieve the indemnifying party Indemnitor of any of its obligations hereunder except and to the extent that the indemnifying party Indemnitor is prejudiced by as a result of such failure. Each indemnifying party The Notice shall set forth with reasonable particularity the basis for the Indemnification Claim and, if estimable, the Indemnitee’s good faith estimate of damages resulting from such Indemnification Claim. Any dispute relating to an Indemnification Claim shall be entitled at its own expense to participate in resolved by (i) the defense mutual agreement of such Claim or actionthe Indemnitor and the Indemnitee, or(ii) binding arbitration, if it shall elect, so long as it has acknowledged arbitration is agreed to in writing to by the indemnified party its indemnification obligations hereunderIndemnitor and the Indemnitee or (iii) a final order, by decree or judgment of a court of competent jurisdiction (the time for appeal having expired and no appeal having been perfected). An Indemnitor may not, without the prior written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified partyIndemnitee, settle or compromise any claim or consent to the entry of any judgment in any action involving only the payment of money with respect to which indemnification is being sought hereunder unless (A) such settlement, compromise or consent includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party Indemnitee and its officers, directors, employees and Affiliates from all liability in respect arising out of such Claim claim, (B) does not contain any admission or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions statement suggesting any wrongdoing or liability on behalf of the indemnifying party Indemnitee and (C) does not contain any requirement that the indemnified party in conducting the defense of such action Indemnitee or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests any of the indemnified partyIndemitee’s Affiliates make any payments or any equitable order, at judgment or term that in any manner affects, restrains or interferes with the expense business of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim Indemnitee or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed)Indemnitee’s Affiliates.

Indemnification Process. Each party indemnified under The Person seeking indemnification (the provisions of this Agreement, “Indemnitee”) hereunder shall give notice to the indemnifying Party promptly upon receipt of written notice of the potential Third Party Claim for which indemnification may be sought under this Agreement. The Indemnitee shall permit the indemnifying Party to assume the defense or disposition of any such Third Party Claim or related litigation, provided that counsel is reasonably acceptable to the service Indemnitee; and provided further, that the indemnifying Party shall not make any settlement admitting fault or incur any liability on the part of a summons the Indemnitee without its written consent, such consent not to be unreasonably withheld or other initial legal process upon it delayed. The Indemnitee shall cooperate with the indemnifying Party in all reasonable respects with respect to the defense of any action instituted against it for which it may such Third Party Claim, with the out-of-pocket costs of the Indemnitee to be reimbursed by the indemnifying Party. The Indemnitee shall be entitled to indemnification pursuant retain counsel of its choice (at is own expense) to this Agreementparticipate in, shall promptly give written notice of such Claimbut not control (except as provided below), or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party defense of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failureThird Party Claim. Each indemnifying party The Indemnitee shall be entitled at its own expense to participate in control the defense of such Third Party Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party Party’s expense if (which consent may be withheld in its sole discretiona) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not Party has failed to assume the defense of such Third Party Claim in a reasonably prompt manner or action, with counsel reasonably satisfactory to the Indemnitee or (b) the interests of the Indemnitee and the indemnifying Party with respect to such indemnifying party shall reimburse such indemnified party for Third Party Claim are sufficiently adverse to prohibit the reasonable fees and expenses of any counsel retained by it, and shall be bound representation by the results obtained by same counsel of both parties under applicable law, ethical rules or equitable Portions of this Exhibit were omitted and have been filed separately with the indemnified party in Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. principles. In no event shall the Indemnitee compromise, settle or otherwise admit any liability with respect of such Claim or action; provided, however, that no such Claim or action shall be settled to any claim without the prior written consent of the indemnifying party Party (which such consent shall not to be unreasonably withheld or delayed).

Indemnification Process. Each party indemnified under Buyer will notify Seller in writing ("Buyer's Notice") promptly upon receipt by Buyer or the provisions Company of this Agreement, upon notice of any pending or Threatened Tax audits or assessments which may materially affect the Tax liabilities of the Company or Seller or for which Seller could be required to indemnify Buyer pursuant to Section 11.3 (a "Tax Claim"). If (i) Buyer's Notice is not given within 30 days of Buyer's receipt of written notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Tax Claim, or (ii) Buyer's Notice fails to reasonably describe such notice, in each case taking into account the commencement of facts and circumstances with respect to such actionTax Claim, or threat thereof, the Seller will not be liable to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except Buyer to the extent the indemnifying Seller's ability to effectively contest the Tax Claim is prejudiced. In the event of a third-party is prejudiced by such failure. Each indemnifying party shall be entitled claim for Taxes, Buyer will permit Seller, at its own expense expense, to participate in the defense of such Claim control any Proceeding relating to any taxable year or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice period of the Claim Company ending on or action from before the indemnified party Closing Date. Seller will not settle or otherwise compromise any issue or matter on a basis that could adversely affect Buyer's liability for Taxes (including any indemnification for Taxes pursuant to assume such defenseSection 11.2 or the imposition of tax deficiencies) without Buyer's prior written consent, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may will not be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying partyunreasonably withheld. If the indemnifying party shall elect Seller does not to assume the defense of any such Claim Proceeding, Buyer may, without any effect to its right of indemnification by Seller under this Article 11, defend the same in such manner as it may deem appropriate. No claim for Taxes relating to a Pre-closing Period will be settled, either administratively or actionafter commencement of litigation, such indemnifying party shall reimburse such indemnified party on a basis that could adversely affect the Seller's liability for Taxes (including any indemnification for Taxes pursuant to Section 11.3 or the reasonable fees and expenses imposition of any counsel retained by ittax deficiencies) without Seller's prior written consent, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not be unreasonably withheld withheld. Buyer will control any Proceeding relating to any taxable year or delayed)period of the Company ending after the Closing Date.

Indemnification Process. Each Promptly after the receipt by any party indemnified under the provisions of this Agreement, upon receipt of written notice of any Claim claim or the service commencement of a summons or other initial legal process upon it in any action instituted or proceeding, such party will, if a claim with respect thereto is to be made against it for which it may be entitled any party obligated to provide indemnification (the “Indemnifying Party”) pursuant to this AgreementSection 14, shall promptly give such Indemnifying Party written notice of such Claim, claim or the commencement of such actionaction or proceeding. Such Indemnifying Party will have the right, at its option, to compromise or defend, at its own expense and by its counsel, any matter involving the asserted liability of the party seeking such indemnification. Such notice, and opportunity to defend, will be a condition precedent to any liability of the Indemnifying Party under the indemnification agreements contained in this Section 14. If any Indemnifying Party undertakes to compromise or defend any such asserted liability, it will promptly notify the party seeking indemnification of its intention to do so, and the party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or threat thereofdefends against any such asserted liability. In any event, to the Party from whom indemnity shall be sought hereunder; provided, however, that indemnified party will have the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled right at its own expense to participate in the defense of such Claim asserted liability. In no event shall either party’s liability to the other party under this Agreement, whether fashioned as a direct claim for damages or actiona claim for indemnity under this Section 14, orexceed (i) in the aggregate, if it shall electthe amount of the Cash Consideration and (ii) with respect to all claims relating to a particular Partnership, so long as it has acknowledged the amount of Cash Consideration allocated to such Partnership in writing Exhibit A. The indemnified party will also, to the extent that the indemnified party its indemnification owes any obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for have the right to withhold from the indemnifying party the indemnified party, shall ’s reasonable estimate of the amount of any damages for which the indemnifying party would be entitled, if the indemnified liable under this Section 14 as a result of such claim by a third-party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of unaffiliated with the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense The amount of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and withholding shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed)deposited with an independent escrow agent reasonably acceptable to both parties.

Indemnification Process. Each The indemnification obligations hereunder shall require that promptly after either party indemnified under receives a threat of any such action, or a notice of the commencement or filing of any action which may be subject to the provisions of this AgreementSection 13, upon receipt of written notice of NDCHealth or Arclight, as applicable, shall notify the indemnifying party and tender the matter to the indemnifying party for resolution or litigation, at the indemnifying party’s sole cost and expense. The failure to notify the indemnifying party shall not relieve it from any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for liability which it may be entitled to indemnification pursuant to have under this AgreementSection 13, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is it has been materially prejudiced by such failure. Each The indemnifying party shall be entitled at keep the other party reasonably apprised of the continuing status of the claims or actions covered by this Section, including any lawsuits resulting therefrom, and shall permit the other party, upon its own expense written request, to participate (at the indemnified party’s own expense) in the defense or settlement of any such Claim claim or action. Each indemnified party, as a condition of the indemnity obligations contained in this Section 13 shall cooperate with the indemnifying party in the defense and settlement of any such claim or action. In any claim or action, orthe defense of which is controlled by the indemnifying party, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party maynot, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the ’s prior written consent of the indemnifying party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), compromise or settle such claim if: (a) such compromise or settlement would: (i) impose an injunction or other equitable relief upon the indemnified party (except with regard to the use of any infringing intellectual property); and/or (ii) result in any finding, admission or the like with respect to the indemnified party or its business, assets or properties; or (b) such compromise or settlement does not include a release of the indemnified party (fully funded under this Section 13 by the indemnifying party) from all liability relating to such claim for which the indemnified party is entitled to be indemnified.

Indemnification Process. Each If any action shall be brought against individual or entity indemnified hereunder (the "Claimant") in respect to which indemnity may be sought from the other party indemnified under (the "Indemnifying Party") pursuant to the provisions of this AgreementSection 5, upon receipt the Claimant shall promptly notify the Indemnifying Party in writing, specifying the nature of written notice of any Claim or the service of a summons action and the total monetary amount sought or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, or relief as is sought therein; provided that (i) the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the Claimant's failure to provide give any such notice within a reasonable period of time shall not relieve the indemnifying party of impair or limit any of its obligations Claimant's rights hereunder except to the extent the indemnifying party that Indemnifying Party is prejudiced by such failurethereby and (ii). Each indemnifying party The Claimant shall be entitled cooperate with the Indemnifying Party at its own the Indemnifying Party's expense to participate in all reasonable respects in connection with the defense of any such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by . The Indemnifying Party may upon written notice to the indemnified party within twenty (20) days Claimant undertake to conduct all proceedings or negotiations in connection therewith, assume the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of receipt of notice of the Claim or action from the indemnified party to assume such defense, in counsel which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted Claimant, and payment of all expenses. The Claimant shall have the right to employ separate counsel and participate in the defense. The Indemnifying Party shall reimburse the Claimant upon demand for any payments made or who loss suffered by it at any time after the date of tender, based on the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages to which the foregoing relates; provided that no settlement shall be made by the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that Indemnifying Party without the indemnifying party shall obtain the prior written consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of Claimant unless such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of settlement contains a duly executed written general release of the indemnified party from Claimant by all liability adverse parties in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance reasonably acceptable to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed)Claimant.

Indemnification Process. Each In respect of any claim, suit or demand by any third party indemnified under ("Third Party Claim") arising from or relating to unauthorized acts or breaches of the provisions terms of this Agreement, upon receipt of Company and Licensor (each, an "Indemnified Party") shall give the Party hereto from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any Third Party Claim or of which such Indemnified Party has knowledge concerning any losses as to which such Indemnified Party may request indemnification hereunder. If the service of a summons or other initial legal process upon it Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any action instituted against it for which it losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in assume and control the defense of such Third Party Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense and through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory choice if it gives notice of its intention to do so to the indemnified party against whom Indemnified Party within five (5) days of the receipt of such Claim is asserted or who shall be notice from the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, Indemnified Party; provided that if there exists or is reasonably likely to exist a conflict or interest that would make it inappropriate in the indemnifying party shall obtain the consent judgment of the indemnified party (which consent may be withheld Indemnified Party, in its sole and absolute discretion) before entering into any settlement, adjustment or compromise of such Claimsfor the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided further that then the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release Indemnified Party shall be reasonably satisfactory in form and substance entitled to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified partyretain its own counsel, at the expense of the indemnifying partyIndemnifying Party. If In the indemnifying party event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall elect not cooperate with the Indemnifying Party in such defense and make available to assume the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense of against any such Claim Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnified Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or action, such indemnifying party shall reimburse such indemnified party for under the reasonable fees and expenses of any counsel retained by it, and shall be bound Indemnifying Party's control relating thereto as is reasonably required by the results obtained Indemnified Party. No such Third Party Claim may be settled by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled Indemnifying Party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed).Indemnified Party. ARTICLE XII

Indemnification Process. Each The indemnified party indemnified under (the provisions of this Agreement, upon receipt of written notice of any Claim or “Indemnified Party”) shall promptly notify the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled party required to indemnification indemnify pursuant to this AgreementSection 3 (the “Indemnifying Party”) in writing of any General Claim or Infringement Action against the Indemnified Party (collectively, the “Claims”) with respect to which the Indemnified Party intends to claim such indemnification. The Indemnifying Party shall promptly give written notice assume and control the defense of such Claim, or Claim(s) with counsel selected by the commencement of such action, or threat thereof, Indemnifying Party and reasonably acceptable to the Party from whom indemnity shall be sought hereunderIndemnified Party; provided, however, that the Indemnified Party shall have the right to assume and control the defense of such Claim and retain its own counsel, with the costs, fees and expenses thereof to be paid by the Indemnifying Party, if the defense of the Claim(s) by the Indemnifying Party or its designated counsel would create a conflict with the interests of the Indemnified Party, or if the Indemnifying Party fails to conduct the defense of such Claim(s) actively and diligently. If the Indemnified Party assumes control of the defense of such Claim(s) as permitted above, the Indemnifying Party will reimburse the Indemnified Party promptly and periodically (but no less often than monthly) for the costs of defending against the Claim(s), including reasonable attorneys’ fees and expenses. The failure of the Indemnified Party to provide notify the Indemnifying Party promptly after the commencement of any such notice within a reasonable period of time shall action will not relieve the indemnifying party of Indemnifying Party from any of its obligations hereunder except obligation arising hereunder, unless (and then solely to the extent extent) the indemnifying party Indemnifying Party is materially prejudiced by such failure. Each indemnifying party The Indemnified Party, and its employees and agents, shall reasonably cooperate with the Indemnifying Party and its legal representatives in the investigation of any Claim(s). No settlement of any Claim(s) involving the asserted liability of the Indemnified Party under this Section 3 shall be entitled at its own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, made without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the prior written consent of of, or on behalf of, the indemnifying party (Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party assumes the defense of such Claim(s): (1) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s prior written consent thereto unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person and there is no effect on any other claim that may be made against the Indemnified Party; (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (iii) the compromise or settlement includes, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release, in form and substance satisfactory to the Indemnified Party, from all liability in respect of such Claim(s); and (2) the Indemnified Party shall have no liability with respect to any compromise or settlement thereof effected without its written consent.

Indemnification Process. Each party indemnified If any claim is brought against an Indemnified Party with respect to which it has a right to claim for indemnification under this Article 4., then the provisions Indemnified Party must notify the Indemnifying Party thereof in writing of this Agreement, upon receipt the existence of written notice such claim and must deliver copies of any Claim documents served on the Indemnified Party with respect to such claim; provided, however, that any failure to notify the Indemnifying Party or deliver such copies will not relieve the service of a summons Indemnifying Party from any obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such failure. Each Party and each Owner or other initial legal process upon it in Operator Indemnitee shall have the right, but not the obligation, to assume and control the defense of, and to contest, and litigate any action instituted claim, action, suit or proceeding by any third party alleged or asserted against it for arising out of any matter in respect of which it may be is entitled to indemnification pursuant be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys' fees and expert witness fees) shall be subject to this Agreementthe said indemnity. The Indemnified Party shall provide reasonable assistance to the Indemnifying Party, at the Indemnifying Party's expense, in connection with such claim, action, suit or proceeding. Upon such assumption, the Indemnifying Party shall promptly give written notice reimburse the Indemnified Party for the reasonable costs and expenses previously incurred by it prior to the assumption of such Claim, or defense by the commencement Indemnifying Party. The Indemnifying Party shall keep the Indemnified Party informed as to the status and progress of such claim, action, suit or threat thereofproceeding. Except as set forth below, in the event the Indemnifying Party assumes the control of the defense, the Indemnifying Party will not be liable to the Indemnified Party from whom indemnity under this Article for any legal fees or expenses subsequently incurred by the Indemnified Party in connection with such defense. The Indemnifying Party shall be sought hereundercontrol the settlement of all claims over which it has assumed the defense; provided, however, that the failure to provide such notice within a reasonable period of time Indemnifying Party shall not relieve agree to or conclude any settlement that affects the indemnifying party Indemnified Party without the prior written approval of any the Indemnified Party, whose said approval shall not be unreasonably withheld. In the event the Indemnifying Party assumes control of its obligations hereunder except the defense, the Indemnified Party shall have the right to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at employ its own expense to counsel and such counsel may participate in the defense of such Claim or claim, action, orsuit or proceeding, if it shall elect, so long as it has acknowledged in writing to but the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional such counsel retained by it or them, provided that shall be at the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise expense of such ClaimsIndemnified Party, provided further that the indemnifying party maywhen and as incurred, without the consent unless the: Employment of the indemnified party, settle or compromise or consent to the entry of any judgment counsel by such Indemnified Party has been authorized in any action involving only the payment of money which includes as an unconditional term thereof the delivery writing by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party Indemnifying Party; Indemnified Party shall have been advised by counsel reasonably concluded that there may be a material or important conflict of interest between the positions of the indemnifying party Indemnifying Party and the indemnified party Indemnified Party in conducting the conduct of the defense of such action action; or Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either that there are legal defenses may be a specific defense available to such indemnified party it which is different from or in addition additional to those available to the indemnifying partyIndemnifying Party. If any of the preceding clauses (a) through (c) shall be applicable, then counsel for the indemnified party, Indemnified Party shall be entitled, if have the indemnified party so elects, right to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume direct the defense of such Claim or claim, action, such indemnifying party shall reimburse such indemnified party for suit or proceeding on behalf of the Indemnified Party and the reasonable fees and expenses of any such counsel retained by it, and shall be bound reimbursed by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed)Indemnifying Party.

Indemnification Process. Each The party indemnified under the provisions of this Agreement, upon receipt of written notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to seeking indemnification pursuant to this AgreementSection 10 (the “Indemnitee”) shall: (a) promptly notify the other party (the “Indemnitor”) in writing of the Claim for which indemnification is sought, shall promptly give written notice but in no event longer than five (5) business days of such the Indemnitee’s knowledge of the Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure : (b) make all reasonable efforts to provide Indemnitor with all information and material in Indemnitee’s possession regarding the Claim; (c) furnish to Indemnitor such notice within a reasonable period assistance as Indemnitor may reasonably request in connection with the investigation, settlement and defense of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in Claim; and (d) grant Indemnitor sole control over the defense and settlement of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty Claim. Within ten (2010) days of Indemnitor’s receipt of the notice of the Claim or action from demand, Indemnitor shall notify the indemnified party Indemnitee as to assume such whether Indemnitor is assuming the entire control (subject to this Section) of the defense, in which event compromise or settlement of the matter, including the counsel that Indemnitor has selected. The Indemnitor shall institute and maintain any such defense diligently and reasonably and shall be conducted by counsel chosen by such indemnifying party (without prejudice keep the Indemnitee fully advised as to the right status thereof. Further, Indemnitor shall not dispose of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be or settle any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted in Indemnitee’s name or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it manner which may adversely affect Indemnitee’s rights or them, provided that the indemnifying party shall obtain the consent of the indemnified party interests (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party mayincludes, without limitation, any settlement that imposes pecuniary or other liability or an admission of fault or guilt on the consent of Indemnitee or would require the indemnified party, settle or compromise or consent Indemnitee to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect an injunction of such Claim any kind) without Indemnitee’s prior written consent, which consent shall not be unreasonably withheld or action; provided, however, that no such Claim or action delayed. Indemnitee shall not be settled liable hereunder for any settlement entered into without the its prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed).

Indemnification Process. Each party indemnified under In the provisions of this Agreement, upon receipt of written notice case of any Claim or the service of claim asserted by a summons or other initial legal process upon it in any action instituted third party against it for which it may be a party entitled to indemnification pursuant under this Agreement (the “Indemnified Party”), notice shall be given by the Indemnified Party to this Agreementthe party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall promptly give written notice permit the Indemnifying Party (at the expense of such Claim, Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom; provided that (a) the commencement counsel for the Indemnifying Party who shall conduct the defense of such action, claim or threat thereof, litigation shall be reasonably satisfactory to the Indemnified Party, (b) the Indemnified Party from whom indemnity shall be sought hereunder; providedmay participate in such defense at such Indemnified Party’s expense, however, that and (c) the failure omission by any Indemnified Party to provide such give notice within a reasonable period of time as provided herein shall not relieve the indemnifying party of any Indemnifying Party of its obligations hereunder indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the indemnifying party Indemnifying Party and such Indemnifying Party is prejudiced by materially damaged as a result of such failurefailure to give notice. Each indemnifying party shall be entitled at its own expense to participate Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Claim claim or actionlitigation, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any action involving only settlement that provides for injunctive or other non-monetary relief affecting the payment of money which includes Indemnified Party or that does not include as an unconditional term thereof the delivery giving by the each claimant or plaintiff to the indemnified party such Indemnified Party of a duly executed written release of the indemnified party from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party’s Tax liability or the ability of Genetronics to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Claim claim or action which written release any litigation relating thereto, the Indemnified Party shall be reasonably satisfactory in form have the right at all times to take over and substance assume control over the defense, settlement, negotiations or litigation relating to any such claim at the indemnified party. Notwithstanding sole cost of the immediately preceding sentence, Indemnifying Party; provided that if the named parties in Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action claim or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled litigation without the written consent of the indemnifying party (which Indemnifying Party, such consent shall not to be unreasonably withheld or delayed). In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand with the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Section 5.04 and the records of each shall be available to the other with respect to such defense.

Indemnification Process. Each In any proceeding for which either party (or any Affiliate, director, officer, employee or agent thereof) is indemnified under the provisions of as provided in this Agreement, upon receipt of written notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled indemnified party shall have the right to indemnification pursuant to this Agreementretain their own counsel, shall promptly give written notice but the fees and expenses of such Claim, or counsel shall be at the commencement expense of such action, or threat thereof, indemnified parties unless (i) the indemnifying party and the indemnified parties shall have agreed to the Party from whom indemnity retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) included both the indemnifying party and the indemnified parties and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party shall be sought hereunder; provided, however, that the failure have failed to provide such notice designate within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who parties (in which case the fees and expenses shall be paid by the defendant in such action, and such indemnifying party as incurred by the indemnified party parties). In no event shall bear all the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any additional local counsel retained by it ) separate from their own counsel for all indemnified parties in connection with any one action or themseparate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. An indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. However, provided that if settled with such consent or if there shall be a final judgment for the plaintiff, the indemnifying party shall obtain indemnify the indemnified parties from and against any loss or liability by reason of such settlement or judgment. If an indemnifying party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the indemnified parties or, if such settlement (i) provides for an unconditional release of each indemnified party in connection with all matters relating to the proceeding that have been asserted against such indemnified party in such proceeding by the other parties to such settlement and (which consent may be withheld in its sole discretionii) before entering into does not require an admission of fault, liability, wrongdoing or criminal activity by any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party mayindemnified party, without the consent of the such indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed).

Indemnification Process. Each party indemnified under In the provisions of this Agreement, upon receipt of written notice case of any Claim or the service of claim asserted by a summons or other initial legal process upon it in any action instituted third party against it for which it may be a party entitled to indemnification pursuant under this Agreement (the “Indemnified Party”), notice shall be given by the Indemnified Party to this Agreementthe party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall promptly give written notice permit the Indemnifying Party (at the expense of such Claim, Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom; provided that (a) the commencement counsel for the Indemnifying Party who shall conduct the defense of such action, claim or threat thereof, litigation shall be reasonably satisfactory to the Indemnified Party, (b) the Indemnified Party from whom indemnity shall be sought hereunder; providedmay participate in such defense at such Indemnified Party’s expense, however, that and (c) the failure omission by any Indemnified Party to provide such give notice within a reasonable period of time as provided herein shall not relieve the indemnifying party of any Indemnifying Party of its obligations hereunder indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the indemnifying party Indemnifying Party and such Indemnifying Party is prejudiced by materially damaged as a result of such failurefailure to give notice. Each indemnifying party shall be entitled at its own expense to participate Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Claim claim or actionlitigation, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any action involving only settlement that provides for injunctive or other non-monetary relief affecting the payment of money which includes Indemnified Party or that does not include as an unconditional term thereof the delivery giving by the each claimant or plaintiff to the indemnified party such Indemnified Party of a duly executed written release of the indemnified party from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party’s Tax liability or the ability of Freeze Tag to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Claim claim or action which written release any litigation relating thereto, the Indemnified Party shall be reasonably satisfactory in form have the right at all times to take over and substance assume control over the defense, settlement, negotiations or litigation relating to any such claim at the indemnified party. Notwithstanding sole cost of the immediately preceding sentence, Indemnifying Party; provided that if the named parties in Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action claim or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled litigation without the written consent of the indemnifying party (which Indemnifying Party, such consent shall not to be unreasonably withheld or delayed). In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand with the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Section 5.04 and the records of each shall be available to the other with respect to such defense.

Indemnification Process. Each In respect of any claim, suit or demand by any third party indemnified under (“Third Party Claim”) arising from or relating to unauthorized acts or breaches of the provisions terms of this Agreement, upon receipt of Company and Licensor (each, an “Indemnified Party”) shall give the Party hereto from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any Third Party Claim or of which such Indemnified Party has knowledge concerning any losses as to which such Indemnified Party may request indemnification hereunder. If the service of a summons or other initial legal process upon it Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any action instituted against it for which it losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in assume and control the defense of such Third Party Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense and through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory choice if it gives notice of its intention to do so to the indemnified party against whom Indemnified Party within five (5) days of the receipt of such Claim is asserted or who shall be notice from the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, Indemnified Party; provided that if there exists or is reasonably likely to exist a conflict or interest that would make it inappropriate in the indemnifying party shall obtain the consent judgment of the indemnified party (which consent may be withheld Indemnified Party, in its sole and absolute discretion) before entering into any settlement, adjustment or compromise of such Claimsfor the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided further that then the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release Indemnified Party shall be reasonably satisfactory in form and substance entitled to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified partyretain its own counsel, at the expense of the indemnifying partyIndemnifying Party. If In the indemnifying party event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall elect not cooperate with the Indemnifying Party in such defense and make available to assume the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense of against any such Claim Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnified Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or action, such indemnifying party shall reimburse such indemnified party for under the reasonable fees and expenses of any counsel retained by it, and shall be bound Indemnifying Party’s control relating thereto as is reasonably required by the results obtained Indemnified Party. No such Third Party Claim may be settled by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled Indemnifying Party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed)Indemnified Party.

Indemnification Process. Each party indemnified under In the provisions of this Agreement, upon receipt of written notice case of any Claim or the service of claim asserted by a summons or other initial legal process upon it in any action instituted third party against it for which it may be a party entitled to indemnification pursuant under this Agreement (the “Indemnified Party”), notice shall be given by the Indemnified Party to this Agreementthe party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall promptly give written notice permit the Indemnifying Party (at the expense of such Claim, Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom; provided that (a) the commencement counsel for the Indemnifying Party who shall conduct the defense of such action, claim or threat thereof, litigation shall be reasonably satisfactory to the Indemnified Party, (b) the Indemnified Party from whom indemnity shall be sought hereunder; providedmay participate in such defense at such Indemnified Party’s expense, however, that and (c) the failure omission by any Indemnified Party to provide such give notice within a reasonable period of time as provided herein shall not relieve the indemnifying party of any Indemnifying Party of its obligations hereunder indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the indemnifying party Indemnifying Party and such Indemnifying Party is prejudiced by materially damaged as a result of such failurefailure to give notice. Each indemnifying party shall be entitled at its own expense to participate Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Claim claim or actionlitigation, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any action involving only settlement that provides for injunctive or other non-monetary relief affecting the payment of money which includes Indemnified Party or that does not include as an unconditional term thereof the delivery giving by the each claimant or plaintiff to the indemnified party such Indemnified Party of a duly executed written release of the indemnified party from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party’s Tax liability or the ability of Vical to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Claim claim or action which written release any litigation relating thereto, the Indemnified Party shall be reasonably satisfactory in form have the right at all times to take over and substance assume control over the defense, settlement, negotiations or litigation relating to any such claim at the indemnified party. Notwithstanding sole cost of the immediately preceding sentence, Indemnifying Party; provided that if the named parties in Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action claim or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled litigation without the written consent of the indemnifying party (which Indemnifying Party, such consent shall not to be unreasonably withheld or delayed). In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand with the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Section 5.04 and the records of each shall be available to the other with respect to such defense.

Indemnification Process. Each party indemnified under Buyer will notify Seller in writing ("Buyer's Notice") promptly upon receipt by Buyer or the provisions Company of this Agreement, upon notice of any pending or Threatened Tax audits or assessments which may materially affect the Tax liabilities of the Company or Seller or for which Seller could be required to indemnify Buyer pursuant to Section 11.3 (a "Tax Claim"). If (i) Buyer's Notice is not given within 30 days of Buyer's receipt of written notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Tax Claim, or (ii) Buyer's Notice fails to reasonably describe such written notice, in each case taking into account the commencement of facts and circumstances with respect to such actionTax Claim, or threat thereof, the Seller will not be liable to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except Buyer to the extent the indemnifying Seller's ability to effectively contest the Tax Claim is prejudiced. In the event of a third-party is prejudiced by such failure. Each indemnifying party shall claim for Taxes, Seller will be entitled to participate, at its own expense expense, in any Proceeding relating to any taxable year or period of the Company ending on or before the Closing Date. Seller will not settle or otherwise compromise any issue or matter on a basis that could adversely affect Buyer's liability for Taxes (including any indemnification for Taxes pursuant to Section 11.2 or the imposition of tax deficiencies) without Buyer's prior written consent, which consent will not be unreasonably withheld. If Seller does not elect to participate in the defense of any such Claim or actionProceeding, orthe Company may, if it shall electwithout any effect on Buyer's right of indemnification by Seller under this Article 11, so long defend the same in such manner as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or themdeem appropriate, provided that no claim for Taxes relating to a Pre-closing Period will be settled, either administratively or after commencement of litigation, on a basis that could adversely affect Seller's liability for Taxes (including any indemnification for Taxes pursuant to Section 11.3 or the indemnifying party shall obtain the consent imposition of the indemnified party (which consent may be withheld in its sole discretiontax deficiencies) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the prior written consent of the indemnifying party (Seller, which consent shall not be unreasonably withheld withheld. The Company will control any Proceeding relating to any taxable year or delayed)period of the Company ending after the Closing Date.

Indemnification Process. Each party indemnified under the provisions of this Agreement, upon receipt of written No claim for indemnification will arise until notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, thereof is given to the Party party from whom indemnity is sought. In the event that any legal proceedings shall be instituted or any claim or demand be asserted by any third party in respect of which the Seller Parties on the one hand, or Buyer on the other hand, may have an obligation to indemnify the other(s), the party asserting such right to indemnity shall give or cause to be given to the party from whom indemnity may be sought hereunder; written notice thereof (including the facts constituting the basis therefor) and such party shall have the right, at its option and expense, to be present at the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the party asserting such right to indemnity, unless the party from whom indemnity is sought irrevocably acknowledges full and complete responsibility for indemnification of the party asserting such right to indemnity, in which case such party may assume such control through counsel of its choice (and in which case the party asserting a right to indemnity shall have the right, at its option and expense, to be present at the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof). The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve if the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in has assumed the defense of such Claim or actiona third party claim, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party maynot, without the written consent of the indemnified party, settle enter into any settlement, compromise or compromise discharge or consent to the entry of any judgment in which imposes any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant expense, obligation or plaintiff to restriction upon the indemnified party of a duly executed written release party, includes any obligations on the part of the indemnified party from all liability in respect of such Claim to take any future actions, or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and requires the indemnified party shall have been advised by counsel that there may be a conflict between the positions to admit or acknowledge to any fact or event, including any violation of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed)Law.

Indemnification Process. Each party indemnified under In the provisions of this Agreement, upon receipt of event that any written notice of any Claim claim or the service of a summons or other initial legal process upon it in any action instituted against it demand for which it an indemnifying party (the “Indemnifying Party”) may have liability to any indemnified party (the “Indemnified Party”) hereunder is asserted against or sought to be entitled to indemnification pursuant to this Agreementcollected from any Indemnified Party by a third party, the Indemnified Party shall promptly give written notice notify the Indemnifying Party of such Claimclaim promptly (by notice to Connect LLC in the case of indemnification claimed under Section 6.1(a) and by notice to Change Healthcare in the case of indemnification claimed under Section 6.1(b)). Notwithstanding the foregoing, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the Indemnified Party’s failure to provide such notice within a reasonable period of time so notify the Indemnifying Party shall not relieve the indemnifying party of any of its obligations preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnifying party is prejudiced by Indemnifying Party’s ability to defend as provided herein (in which event the Indemnified Party’s right to indemnity will be reduced equitably to reflect such failurematerial prejudice). Each indemnifying party The Indemnifying Party shall be entitled promptly following notice of the claim from the Indemnified Party (but in any case no less than ten (10) Business Days before the due date for the answer or response to a claim) notify the Indemnified Party of its desire to defend such claim. In the event the Indemnifying Party so notifies the Indemnified Party, the Indemnifying Party shall have the right to defend such claim at its own expense and by counsel The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. of its own choosing reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party states in such notice that the Indemnifying Party will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Party from and against the entirety of any and all Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by such claim, (ii) such claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party has not been advised by counsel that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of such claim, (iv) such claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement action, and (v) such claim is not in respect of Taxes of the Indemnified Party. If the Indemnifying Party elects to, and is able to, defend such claim, the Indemnified Party may participate at its own expense in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, claim by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to . Notwithstanding the indemnified party against whom such Claim is asserted or who foregoing, the Indemnified Party shall be entitled to direct or control the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise defense of such Claims, provided further that claim if (x) the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent Indemnified Party waives all right to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability indemnification it may have in respect of such Claim claim under this Article 6 or action which written release shall be reasonably satisfactory in form and substance (y) the Indemnifying Party elects not to defend against such claim or elects to defend against such claim but fails to vigorously defend such claim thereafter. Unless the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting Indemnified Party has assumed the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to a claim, the indemnifying party, then counsel for Indemnifying Party shall have the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests authority on behalf of the indemnified party, at Indemnified Party to settle any such claim (with the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party Indemnifying Party being responsible for the reasonable fees all costs and expenses of any counsel retained by it, and shall be bound by such settlement); provided that the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the prior written consent of the indemnifying party Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1) such settlement releases the Indemnified Party from all liabilities and obligations with respect to such claim, (2) such settlement shall not permit any order, injunction or other equitable relief to be entered, directly or indirectly, against the Indemnified Party, and (3) there is no admission by the Indemnified Party of any liability or of any violation of Applicable Law. Each of the Indemnifying Party and the Indemnified Party shall cooperate, and cause its Affiliates to cooperate, in the defense of any claim. No settlement of any claim may be made by the Indemnified Party without the consent of the Indemnifying Party (such consent not to be unreasonably withheld, delayed or conditioned).

Indemnification Process. Each party indemnified under The Person seeking indemnification (the provisions of this Agreement, “Indemnitee”) hereunder shall give notice to the indemnifying Party promptly upon receipt of written notice of the potential Third Party Claim for which indemnification may be sought under this Agreement. The Indemnitee shall permit the indemnifying Party to assume the defense or disposition of any such Third Party Claim or related litigation, provided that counsel is reasonably acceptable to the service Indemnitee; and provided further, that the indemnifying Party shall not make any settlement admitting fault or incur any liability on the part of a summons the Indemnitee without its written consent, such consent not to be unreasonably withheld or other initial legal process upon it delayed. The Indemnitee shall cooperate with the indemnifying Party in all reasonable respects with respect to the defense of any action instituted against it for which it may such Third Party Claim, with the out-of-pocket costs of the Indemnitee to be reimbursed by the indemnifying Party. The Indemnitee shall be entitled to indemnification pursuant retain counsel of its choice (at is own expense) to this Agreementparticipate in, shall promptly give written notice of such Claimbut not control (except as provided below), or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party defense of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failureThird Party Claim. Each indemnifying party The Indemnitee shall be entitled at its own expense to participate in control the defense of such Third Party Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party Party’s expense if (which consent may be withheld in its sole discretiona) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not Party has failed to assume the defense of such Third Party Claim in a reasonably prompt manner or action, with counsel reasonably satisfactory to the Indemnitee or (b) the interests of the Indemnitee and the indemnifying Party with respect to such indemnifying party shall reimburse such indemnified party for Third Party Claim are sufficiently adverse to prohibit the reasonable fees and expenses of any counsel retained by it, and shall be bound representation by the results obtained by same counsel of both parties under applicable law, ethical rules or equitable Portions of this Exhibit were omitted and have been filed separately with the indemnified party in Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. principles. In no event shall the Indemnitee compromise, settle or otherwise admit any liability with respect of such Claim or action; provided, however, that no such Claim or action shall be settled to any claim without the prior written consent of the indemnifying party Party (which such consent shall not to be unreasonably withheld or delayed).

Indemnification Process. Each party indemnified under In the provisions of this Agreement, upon receipt of event that any written notice of any Claim claim or the service of a summons or other initial legal process upon it in any action instituted against it demand for which it an indemnifying party (the “Indemnifying Party”) may have liability to any indemnified party (the “Indemnified Party”) hereunder is asserted against or sought to be entitled to indemnification pursuant to this Agreementcollected from any Indemnified Party by a third party, the Indemnified Party shall promptly give written notice notify the Indemnifying Party of such Claimclaim promptly (by notice to Connect LLC in the case of indemnification claimed under Section 6.1(a) and by notice to Change Healthcare in the case of indemnification claimed under Section 6.1(b)). Notwithstanding the foregoing, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the Indemnified Party’s failure to provide such notice within a reasonable period of time so notify the Indemnifying Party shall not relieve the indemnifying party of any of its obligations preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnifying party is prejudiced by Indemnifying Party’s ability to defend as provided herein (in which event the Indemnified Party’s right to indemnity will be reduced equitably to reflect such failurematerial prejudice). Each indemnifying party The Indemnifying Party shall be entitled promptly following notice of the claim from the Indemnified Party (but in any case no less than ten (10) Business Days before the due date for the answer or response to a claim) notify the Indemnified Party of its desire to defend such claim. In the event the Indemnifying Party so notifies the Indemnified Party, the Indemnifying Party shall have the right to defend such claim at its own expense and by counsel Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. of its own choosing reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party states in such notice that the Indemnifying Party will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Party from and against the entirety of any and all Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by such claim, (ii) such claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party has not been advised by counsel that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of such claim, (iv) such claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement action, and (v) such claim is not in respect of Taxes of the Indemnified Party. If the Indemnifying Party elects to, and is able to, defend such claim, the Indemnified Party may participate at its own expense in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, claim by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to . Notwithstanding the indemnified party against whom such Claim is asserted or who foregoing, the Indemnified Party shall be entitled to direct or control the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise defense of such Claims, provided further that claim if (x) the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent Indemnified Party waives all right to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability indemnification it may have in respect of such Claim claim under this Article 6 or action which written release shall be reasonably satisfactory in form and substance (y) the Indemnifying Party elects not to defend against such claim or elects to defend against such claim but fails to vigorously defend such claim thereafter. Unless the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting Indemnified Party has assumed the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to a claim, the indemnifying party, then counsel for Indemnifying Party shall have the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests authority on behalf of the indemnified party, at Indemnified Party to settle any such claim (with the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party Indemnifying Party being responsible for the reasonable fees all costs and expenses of any counsel retained by it, and shall be bound by such settlement); provided that the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the prior written consent of the indemnifying party Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed) shall be required unless (1) such settlement releases the Indemnified Party from all liabilities and obligations with respect to such claim, (2) such settlement shall not permit any order, injunction or other equitable relief to be entered, directly or indirectly, against the Indemnified Party, and (3) there is no admission by the Indemnified Party of any liability or of any violation of Applicable Law. Each of the Indemnifying Party and the Indemnified Party shall cooperate, and cause its Affiliates to cooperate, in the defense of any claim. No settlement of any claim may be made by the Indemnified Party without the consent of the Indemnifying Party (such consent not to be unreasonably withheld, delayed or conditioned).

Indemnification Process. Each party indemnified under the provisions of this Agreement, upon receipt of written notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be 6.3.1 Any person entitled to indemnification pursuant to this AgreementSections 6.1 or 6.2 (each, shall promptly an “Indemnified Party”) shall: 6.3.1.1 if a claim is to be made against any Person (the “Indemnifying Party”) for indemnification hereunder, give prompt written notice of such Claim, or the commencement of such action, or threat thereof, to the Indemnifying Party from whom indemnity shall be sought hereunder; providedof the losses, howeverclaims, damages, liabilities or out-of-pocket expenses (provided that the failure to provide such give prompt notice within a reasonable period of time shall not relieve the indemnifying party of impair any of its obligations Person’s right to indemnification hereunder except to the extent such failure has not prejudiced the indemnifying party is prejudiced by Indemnifying Party); and 6.3.1.2 unless in the Indemnified Party’s reasonable judgment, a conflict of interest between such failure. Each indemnifying party shall be entitled at its own expense Indemnified Party and Indemnifying Party may exist with respect to participate in such claim, permit such Indemnifying Party to assume control of the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any claim with counsel reasonably satisfactory to the indemnified party against whom Indemnified Party. 6.3.2 If such Claim control of defense is asserted assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 6.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the defendant in such action, and such indemnified party shall bear all fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any additional counsel retained by it or themIndemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 6.3.4 No Indemnifying Party shall, provided that without the indemnifying party shall obtain the prior written consent of the indemnified party Indemnified Party (which consent may shall not be withheld in its sole discretion) before entering into any settlementunreasonably withheld, adjustment delayed or compromise of such Claimsconditioned), provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment or enter into any settlement or compromise which cannot be settled in any action involving only all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms thereof) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement does not include as an unconditional term thereof the delivery giving by the claimant or plaintiff to the indemnified party such Indemnified Party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from claim or in addition to those available to the indemnifying partylitigation. No Indemnified Party shall, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the prior written consent of the indemnifying party Indemnifying Party (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned)., consent to the entry of any judgment or enter into any settlement or compromise of any claim, dispute losses, damages, liabilities or other matter for which it, or any other Indemnified Party, could seek indemnification hereunder. 6.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities. ARTICLE 7

Indemnification Process. Each party indemnified If any claim is brought against an Indemnified Party with respect to which it has a right to claim for indemnification under this Article 4, then the provisions Indemnified Party must notify the Indemnifying Party thereof in writing of this Agreement, upon receipt the existence of written notice such claim and must deliver copies of any Claim documents served on the Indemnified Party with respect to such claim; provided, however, that any failure to notify the Indemnifying Party or deliver such copies will not relieve the service of a summons Indemnifying Party from any obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such failure. Each Party and each Owner or other initial legal process upon it in Operator Indemnitee shall have the right, but not the obligation, to assume and control the defense of, and to contest, and litigate any action instituted claim, action, suit or proceeding by any third party alleged or asserted against it for arising out of any matter in respect of which it may be is entitled to indemnification pursuant be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys' fees and expert witness fees) shall be subject to this Agreementthe said indemnity. The Indemnified Party shall provide reasonable assistance to the Indemnifying Party, at the Indemnifying Party's expense, in connection with such claim, action, suit or proceeding. Upon such assumption, the Indemnifying Party shall promptly give written notice reimburse the Indemnified Party for the reasonable costs and expenses previously incurred by it prior to the assumption of such Claim, or defense by the commencement Indemnifying Party. The Indemnifying Party shall keep the Indemnified Party informed as to the status and progress of such claim, action, suit or threat thereofproceeding. Except as set forth below, in the event the Indemnifying Party assumes the control of the defense, the Indemnifying Party will not be liable to the Indemnified Party from whom indemnity under this Article for any legal fees or expenses subsequently incurred by the Indemnified Party in connection with such defense. The Indemnifying Party shall be sought hereundercontrol the settlement of all claims over which it has assumed the defense; provided, however, that the failure to provide such notice within a reasonable period of time Indemnifying Party shall not relieve agree to or conclude any settlement that affects the indemnifying party Indemnified Party without the prior written approval of any the Indemnified Party, whose said approval shall not be unreasonably withheld. In the event the Indemnifying Party assumes control of its obligations hereunder except the defense, the Indemnified Party shall have the right to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at employ its own expense to counsel and such counsel may participate in the defense of such Claim or claim, action, orsuit or proceeding, if it shall elect, so long as it has acknowledged in writing to but the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional such counsel retained by it or them, provided that shall be at the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise expense of such ClaimsIndemnified Party, provided further that the indemnifying party maywhen and as incurred, without the consent unless the: Employment of the indemnified party, settle or compromise or consent to the entry of any judgment counsel by such Indemnified Party has been authorized in any action involving only the payment of money which includes as an unconditional term thereof the delivery writing by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party Indemnifying Party; Indemnified Party shall have been advised by counsel reasonably concluded that there may be a material or important conflict of interest between the positions of the indemnifying party Indemnifying Party and the indemnified party Indemnified Party in conducting the conduct of the defense of such action action; or Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either that there are legal defenses may be a specific defense available to such indemnified party it which is different from or in addition additional to those available to the indemnifying partyIndemnifying Party. If any of the preceding clauses (a) through (c) shall be applicable, then counsel for the indemnified party, Indemnified Party shall be entitled, if have the indemnified party so elects, right to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume direct the defense of such Claim or claim, action, such indemnifying party shall reimburse such indemnified party for suit or proceeding on behalf of the Indemnified Party and the reasonable fees and expenses of any such counsel retained by it, and shall be bound reimbursed by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed)Indemnifying Party.

Indemnification Process. Each party indemnified under In the provisions of this Agreement, upon receipt of written notice case of any Claim or the service of claim asserted by a summons or other initial legal process upon it in any action instituted third party against it for which it may be a party entitled to indemnification pursuant under this Agreement (the "Indemnified Party"), notice shall be given by the Indemnified Party to this Agreementthe party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall promptly give written notice permit the Indemnifying Party (at the expense of such Claim, Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom; provided that (i) the commencement counsel for the Indemnifying Party who shall conduct the defense of such action, claim or threat thereof, litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party from whom indemnity shall be sought hereunder; providedmay participate in such defense at such Indemnified Party's expense, however, that and (iii) the failure omission by any Indemnified Party to provide such give notice within a reasonable period of time as provided herein shall not relieve the indemnifying party of any Indemnifying Party of its obligations hereunder indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the indemnifying party Indemnifying Party and such Indemnifying Party is prejudiced by materially damaged as a result of such failurefailure to give notice. Each indemnifying party shall be entitled at its own expense to participate Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Claim claim or actionlitigation, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any action involving only settlement that provides for injunctive or other nonmonetary relief affecting the payment of money which includes Indemnified Party or that does not include as an unconditional term thereof the delivery giving by the each claimant or plaintiff to the indemnified party such Indemnified Party of a duly executed written release of the indemnified party from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax liability or the ability of Buyer to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Claim claim or action which written release any litigation relating thereto, the Indemnified Party shall be reasonably satisfactory in form have the right at all times to take over and substance assume control over the defense, settlement, negotiations or litigation relating to any such claim at the indemnified party. Notwithstanding sole cost of the immediately preceding sentence, Indemnifying Party; provided that if the named parties in Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action claim or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled litigation without the written consent of the indemnifying party (which Indemnifying Party, such consent shall not to be unreasonably withheld or delayed). In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand with the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Section 10.4 and the records of each shall be available to the other with respect to such defense.

Indemnification Process. Each party indemnified under In the provisions of this Agreementevent that any claim, upon receipt of written notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereofproceeding is threatened or asserted involving a matter that is subject to a claim for indemnification under Section 6.4 or under Section 6.5, to then the Party from whom indemnity seeking indemnification (the “Indemnified Party”) shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve notify the indemnifying party (the “Indemnifying Party”) within [***] of knowledge of such claim, action, or proceeding; provided that no delay in giving, or failure to give, such notice will adversely affect any of the other rights or remedies of the Indemnified Party or alter or relieve the Indemnifying Party of its obligations hereunder except obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the indemnifying party is prejudiced by such failureIndemnifying Party. Each indemnifying party shall be entitled at its own expense Within [***] thereafter, the Indemnifying Party will notify the Indemnified Party if either (a) it intends to participate join in the defense of such Claim or claim, action, oror proceeding, at the Indemnifying Party’s own cost and expense, or (b) if it shall elect, so long as it has acknowledged the Indemnifying Party agrees in writing to be bound by and to promptly pay the indemnified party its indemnification obligations hereunderfull amount of any final judgment from which no further appeal may be taken, by written notice to and if the indemnified party within twenty (20) days of receipt of notice Indemnified Party is reasonably assured of the Claim or action from Indemnifying Party’s ability to satisfy such agreement, then at the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right option of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel Indemnifying Party, the Indemnifying Party may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting take over the defense of such action claim, action, or that there are legal defenses available proceeding, except that, in such case, the Indemnified Party shall have the right to such indemnified party different from approve any attorney or counsel selected by the Indemnifying Party (which approval shall not be unreasonably delayed or withheld) and to join in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or claim, action, such indemnifying party or proceeding at its own cost and expense. In no event shall reimburse such indemnified party for either Party institute, settle, or otherwise resolve any claim or potential claim, action, or proceeding relating to the reasonable fees and expenses Services or arising out of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled this Agreement without the prior written consent of the indemnifying party (other Party, which consent shall not unreasonably be unreasonably withheld or delayed).

Indemnification Process. Each party indemnified under In the provisions of this Agreement, upon receipt of written notice case of any Claim or the service of claim asserted by a summons or other initial legal process upon it in any action instituted Third Party against it for which it may be a Party entitled to indemnification pursuant to under this AgreementAgreement (the “Indemnified Party”), notice shall promptly give written notice of such Claim, or be given by the commencement of such action, or threat thereof, Indemnified Party to the Party from whom required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom; provided that (a) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be sought hereunder; providedreasonably satisfactory to the Indemnified Party, however(b) the Indemnified Party may participate in such defense at such Indemnified Party’s expense, that and (c) the failure omission by any Indemnified Party to provide such give notice within a reasonable period of time as provided herein shall not relieve the indemnifying party of any Indemnifying Party of its obligations hereunder indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the indemnifying party Indemnifying Party and such Indemnifying Party is prejudiced by materially damaged as a result of such failurefailure to give notice. Each indemnifying party shall be entitled at its own expense to participate Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Claim claim or actionlitigation, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any action involving only settlement that provides for injunctive or other non-monetary relief affecting the payment of money which includes Indemnified Party or that does not include as an unconditional term thereof the delivery giving by the each claimant or plaintiff to the indemnified party such Indemnified Party of a duly executed written release of the indemnified party from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party’s Tax liability or the ability of the Indemnified Party to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Claim claim or action which written release any litigation relating thereto, the Indemnified Party shall be reasonably satisfactory in form have the right at all times to take over and substance assume control over the defense, settlement, negotiations or litigation relating to any such claim at the indemnified party. Notwithstanding sole cost of the immediately preceding sentence, Indemnifying Party; provided that if the named parties in Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action claim or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled litigation without the written consent of the indemnifying party (which Indemnifying Party, such consent shall not to be unreasonably withheld or delayed). In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand with the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this section and the records of each shall be available to the other with respect to such defense.

Indemnification Process. Each A party indemnified (the “indemnitee”) that intends to claim indemnification under this Article 17 shall notify the provisions of this Agreement, upon receipt of written notice other party (the “indemnitor”) promptly in writing of any Claim action, claim or liability in respect of which the service of a summons or other initial legal process upon indemnitee believes it in any action instituted against it for which it may be is entitled to indemnification pursuant to this Agreementclaim indemnification, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, provided that the failure to provide such give timely notice within a reasonable period of time to the indemnitor shall not relieve release the indemnifying party of indemnitor from any of its obligations hereunder liability to the indemnitee except to the extent the indemnifying party indemnitor is prejudiced thereby. The indemnitor shall have the right, by such failure. Each indemnifying party shall be entitled at its own expense notice to participate in the indemnitee, to assume the defense of any such Claim action or action, or, if it shall elect, so long as it has acknowledged in writing to claim within the indemnified party its indemnification obligations hereunder, by written notice to fifteen (15) day period after the indemnified party within twenty (20) days of indemnitor’s receipt of notice of any action or claim with counsel of the Claim or action from indemnitor’ s choice and at the indemnified party to assume sole cost of the indemnitor. If the indemnitor so assumes such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully indemnitee may participate at its own expense therein through counsel of its own choosing) which counsel may be choice, but at the sole cost of the indemnitee. The party not assuming the defense of any counsel reasonably satisfactory such claim shall render all reasonable assistance to the indemnified party against whom assuming such Claim is asserted or who defense, and all reasonable out-of-pocket costs of such assistance shall be for the defendant in account of the indemnitor. No such actionclaim shall be settled other than by the party defending the same, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain then only with the consent of the indemnified other party (which consent may shall not be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, unreasonably withheld; provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or indemnitee shall have no obligation to consent to the entry any settlement of any judgment such action or claim which imposes on the indemnitee any liability or obligation which cannot be assumed and performed in full by the indemnitor, and the indemnitee shall have no right to withhold its consent to any settlement of any such action involving or claim if the settlement involves only the payment of money which includes as an unconditional term thereof the delivery by the claimant indemnitor or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed)its insurer.

Indemnification Process. Each If any action, suit, proceeding or other claim (the "Indemnified Claim") will be brought or threatened against either party indemnified under (the "Indemnified Party") in respect to which indemnity and defense may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of this AgreementSection 5, the Indemnified Party will promptly notify the Indemnifying Party in writing, specifying the nature of the Indemnified Claim and the total monetary amount sought or other such relief as is sought therein. The Indemnified Party will cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense of any Indemnified Claim. The Indemnifying Party may upon receipt of written notice to Indemnified Party (an "Assumption of Defense Notice") undertake to conduct all proceedings or negotiations in connection therewith, assume the defense thereof, and if it so undertakes, it will also undertake all other steps or proceedings to settle or defend any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Indemnified Claim, or including the commencement employment of such actioncounsel which will be reasonably satisfactory to Indemnified Party, or threat thereofand payment of all expenses. If the Indemnifying Party has provided the Indemnified Party an Assumption of Defense Notice, the Indemnified Party will have the right to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled employ separate counsel at its Indemnified Party's own expense to and participate in the defense of such Claim or action, or, conduct its own defense if the Indemnified Party has reasonably determined that its interests would be best served by conducting its own defense. The Indemnifying Party will reimburse the Indemnified Party upon demand for payment made or loss suffered by it shall elect, so long as it has acknowledged in writing (and for attorneys fees and costs reasonably incurred by Indemnified Party prior to the indemnified party its indemnification obligations hereunderdate of any Indemnifying Party's Assumption of Defense Notice) any time after the date of tender, by based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of Indemnified Claims. The Indemnifying Party will not settle any Indemnified Claim on the Indemnified Party's behalf without first obtaining the Indemnified Party's written notice permission (except a settlement or compromise that (i) is full and final with respect to the indemnified party within twenty Indemnified Claim including without limitation all attorney fees and costs to which it is entitled; (20ii) days does not obligate the Indemnified Party to act or to refrain from acting in any way; (iii) does not contain an admission of receipt of notice liability on the part of the Indemnified Party; (iv) dismisses the Indemnified Claim or action from with prejudice; and (v) is subject to confidentiality, such that no party may disclose the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right terms of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment settlement or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified partyIndemnified Party's prior written consent), settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall permission will not be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying partiesunreasonably withheld, and the indemnified party shall have been advised Indemnifying Party will indemnify and hold the Indemnified Party harmless from and against any costs, damages and fees reasonably incurred by counsel the Indemnified Party, including fees of attorneys and other professionals, that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available attributable to such indemnified party different from or in addition to those available Indemnified Claims prior to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct date of tender of the defense to the extent reasonably determined by such counsel Indemnified Party. The Indemnifying Party will not be responsible for any indemnification obligations arising hereunder pursuant to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees terms and expenses conditions of any counsel retained by it, and shall be bound settlement of an Indemnified Claim by the results obtained Indemnified Party unless such settlement was approved by the indemnified party in respect of such Claim or action; providedIndemnifying Party, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall approval will not be unreasonably withheld or delayed)unreasonable withheld.

Indemnification Process. Each A party indemnified under the provisions of this Agreement, upon receipt of written notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to seeking indemnification pursuant to this Agreement, Sections 31(a) or (b) above (an “Indemnified Party”) shall promptly give written prompt notice to the party from whom such indemnification is sought (the “Indemnifying Party”) of such the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party may, at its expense, participate in or assume the defense of any such action, suit or threat thereof, to the Party from whom indemnity shall be sought hereunderproceeding involving a third party; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except defense is conducted with counsel reasonably satisfactory to the extent Indemnified Party and the indemnifying party is prejudiced by Indemnifying Party. The Indemnified Party and the Indemnifying Party shall consult with each other regarding the conduct of such failuredefense provided that the Indemnifying Party may control such defense. Each indemnifying party The Indemnified Party shall be entitled at its own expense have the right (but not the duty) to participate in the defense of such Claim or actionthereof, orand to employ counsel, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to (except that the indemnified party against whom such Claim is asserted or who Indemnifying Party shall be pay the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional such counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent the Indemnified Party reasonably determined concludes that there is a conflict of interest between the Indemnified Party and the Indemnifying Party which is material to the Claim unrelated to the indemnification obligation contained herein), separate from counsel employed by the Indemnifying Party in any such counsel to action. The Indemnifying Party shall be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party liable for the reasonable fees and expenses of counsel employed by the Indemnified Party if the Indemnifying Party has not assumed the defense thereof. Whether or not the Indemnifying Party chooses to defend or prosecute any counsel retained by itclaim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend at such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. Neither party shall be bound by the results obtained by the indemnified party liable under Sections 31(a) or 31(b) for any settlement effected without its consent (as contemplated above) in any claim, litigation or proceeding in respect of which indemnity may be sought hereunder (such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not to be unreasonably withheld withheld, delayed or delayedconditioned).

Indemnification Process. Each party indemnified Whenever any claim arises for indemnification under the provisions of this Agreement, upon receipt of written notice of any Claim Agreement or the service of an event which may result in a summons or other initial legal process upon it in any action instituted against it claim for such indemnification has occurred for which it may be the Seller Indemnified Parties are entitled to indemnification pursuant hereunder, the Seller Indemnified Party will promptly notify Buyer of the claim and, when known, the facts constituting the basis for such claim. Buyer shall have the obligation to this Agreement, shall promptly give written notice of dispute and defend all such Claim, third party claims and thereafter so defend and pay any adverse final judgment or the commencement of such action, award or threat thereof, to the Party from whom indemnity settlement amount in regard thereto. Such defense shall be sought hereunder; providedcontrolled by Buyer, however, that and the failure to provide such notice within a reasonable period cost of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted borne by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or themBuyer, provided that the indemnifying Seller Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Seller Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by Buyer. The Seller Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of Buyer. If Buyer fails to take action within thirty (30) days of notice, then the Seller Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by Buyer. The Seller Indemnified Parties shall obtain also have the consent right and upon delivery of ten (10) days advance written notice to such effect to Buyer, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent defense of the indemnified partythird party claim by Buyer, and any expenses incurred by the Seller Indemnified Parties so acting shall be paid by Buyer. Buyer shall not settle or compromise or consent any third party claim pursuant to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled this Section 7.4 without the prior written consent of the indemnifying party Seller Indemnified Parties (which consent shall not be unreasonably withheld withheld, conditioned or delayeddelayed provided that such settlement is without injunctive or other non-monetary relief affecting the Seller Indemnified Parties or leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnified Parties and provides, in customary form, for the unconditional release of each Seller Indemnified Party from all liabilities and obligations in connection with such claim).

Indemnification Process. Each In respect of any claim, suit or demand by any third party indemnified under ("Third Party Claim") arising from or relating to unauthorized acts or breaches of the provisions terms of this Agreement, upon receipt of WebHouse and Priceline (each, an "Indemnified Party") shall give the Party hereto from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any Third Party Claim or of which such Indemnified Party has knowledge concerning any losses as to which such Indemnified Party may request indemnification hereunder. If the service of a summons or other initial legal process upon it Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any action instituted against it for which it losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in assume and control the defense of such Third Party Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense and through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory choice if it gives notice of its intention to do so to the indemnified party against whom Indemnified Party within five (5) days of the receipt of such Claim is asserted or who shall be notice from the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, Indemnified Party; provided that if there exists or is reasonably likely to exist a conflict or interest that would [**]=Confidential Treatment requested for redacted portion make it inappropriate in the indemnifying party shall obtain the consent judgment of the indemnified party (which consent may be withheld Indemnified Party, in its sole and absolute discretion) before entering into any settlement, adjustment or compromise of such Claimsfor the same counsel to represent both the Indemnified Party and the Indemnifying Party, provided further that then the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release Indemnified Party shall be reasonably satisfactory in form and substance entitled to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified partyretain its own counsel, at the expense of the indemnifying partyIndemnifying Party. If In the indemnifying party event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall elect not cooperate with the Indemnifying Party in such defense and make available to assume the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense of against any such Claim Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnified Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or action, such indemnifying party shall reimburse such indemnified party for under the reasonable fees and expenses of any counsel retained by it, and shall be bound Indemnifying Party's control relating thereto as is reasonably required by the results obtained Indemnified Party. No such Third Party Claim may be settled by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled Indemnifying Party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed)Indemnified Party.

Indemnification Process. Each party indemnified under In the provisions of this Agreement, upon receipt of written notice case of any Claim or the service of claim asserted by a summons or other initial legal process upon it in any action instituted third party against it for which it may be a party entitled to indemnification pursuant under this Agreement (the “Indemnified Party”), notice shall be given by the Indemnified Party to this Agreementthe party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall promptly give written notice permit the Indemnifying Party (at the expense of such Claim, Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom; provided that (a) the commencement counsel for the Indemnifying Party who shall conduct the defense of such action, claim or threat thereof, litigation shall be reasonably satisfactory to the Indemnified Party, (b) the Indemnified Party from whom indemnity shall be sought hereunder; providedmay participate in such defense at such Indemnified Party’s expense, however, that and (c) the failure omission by any Indemnified Party to provide such give notice within a reasonable period of time as provided herein shall not relieve the indemnifying party of any Indemnifying Party of its obligations hereunder indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the indemnifying party Indemnifying Party and such Indemnifying Party is prejudiced by materially damaged as a result of such failurefailure to give notice. Each indemnifying party shall be entitled at its own expense to participate Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Claim claim or actionlitigation, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any action involving only settlement that provides for injunctive or other non-monetary relief affecting the payment of money which includes Indemnified Party or that does not include as an unconditional term thereof the delivery giving by the each claimant or plaintiff to the indemnified party such Indemnified Party of a duly executed written release of the indemnified party from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party’s Tax liability or the ability of COBRA to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Claim claim or action which written release any litigation relating thereto, the Indemnified Party shall be reasonably satisfactory in form have the right at all times to take over and substance assume control over the defense, settlement, negotiations or litigation relating to any such claim at the indemnified party. Notwithstanding sole cost of the immediately preceding sentence, Indemnifying Party; provided that if the named parties in Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action claim or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled litigation without the written consent of the indemnifying party (which Indemnifying Party, such consent shall not to be unreasonably withheld or delayed). In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand with the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Section 5.04 and the records of each shall be available to the other with respect to such defense.

Indemnification Process. Each party indemnified under In the provisions of this Agreement, upon receipt of written notice case of any Claim or the service of claim asserted by a summons or other initial legal process upon it in any action instituted third party against it for which it may be a party entitled to indemnification pursuant under this Agreement (the “Indemnified Party”), notice shall be given by the Indemnified Party to this Agreementthe party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall promptly give written notice permit the Indemnifying Party (at the expense of such Claim, Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom; provided that (a) the commencement counsel for the Indemnifying Party who shall conduct the defense of such action, claim or threat thereof, litigation shall be reasonably satisfactory to the Indemnified Party, (b) the Indemnified Party from whom indemnity shall be sought hereunder; providedmay participate in such defense at such Indemnified Party’s expense, however, that and (c) the failure omission by any Indemnified Party to provide such give notice within a reasonable period of time as provided herein shall not relieve the indemnifying party of any Indemnifying Party of its obligations hereunder indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the indemnifying party Indemnifying Party and such Indemnifying Party is prejudiced by materially damaged as a result of such failurefailure to give notice. Each indemnifying party shall be entitled at its own expense to participate Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Claim claim or actionlitigation, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any action involving only settlement that provides for injunctive or other non-monetary relief affecting the payment of money which includes Indemnified Party or that does not include as an unconditional term thereof the delivery giving by the each claimant or plaintiff to the indemnified party such Indemnified Party of a duly executed written release of the indemnified party from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party’s tax liability or the ability of JUVARIS to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Claim claim or action which written release any litigation relating thereto, the Indemnified Party shall be reasonably satisfactory in form have the right at all times to take over and substance assume control over the defense, settlement, negotiations or litigation relating to any such claim at the indemnified party. Notwithstanding sole cost of the immediately preceding sentence, Indemnifying Party; provided that if the named parties in Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action claim or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled litigation without the written consent of the indemnifying party (which Indemnifying Party, such consent shall not to be unreasonably withheld or delayed). In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand with the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Section 5.04 and the records of each shall be available to the other with respect to such defense.

Indemnification Process. Each The Indemnitee shall promptly notify the Indemnitor of any claim for indemnity by providing written notice pursuant to Section 11(a) hereof. When notifying an Infringement Claim, any such notice shall (i) identify the United States patent, copyright or trade secret asserted by a third party indemnified under and the provisions services potentially impacted by the third party claim; and (ii) identify, initially and on an ongoing basis, any other potential Indemnitor to whom you have provided notice of this Agreement, upon the third party claim and the services supplied to you by such other potential Indemnitor. After receipt of such notice, the Indemnitor shall have a reasonable time to investigate whether the third party claim might fall within the scope of the indemnification prior to assuming the defense of such claim. With respect to any claim for which such notification is provided or otherwise within the scope of the indemnity, the Indemnitor shall have the right to control and bear full responsibility for the defense of such claim (including any settlements); provided however, that: (i) the Indemnitor shall keep the Indemnitee informed of, and consult with the Indemnitee in connection with the progress of such litigation or settlement; (ii) the Indemnitor shall not have any right, without the Indemnitee’s written notice consent, which consent shall not be unreasonably withheld, to settle any such claim if such settlement arises from or is part of any Claim criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the service part of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claimthe Indemnitee, or requires any specific performance or non-pecuniary remedy by the commencement of such action, or threat thereof, to Indemnitee; and (iii) the Party from whom indemnity Indemnitee shall be sought hereunder; provided, however, that have the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense right to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party a claim with counsel of its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate choice at its own expense through counsel expense. The Indemnitor’s assumption of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action any claim asserted to be within the scope of the indemnity shall not prejudice the determination of whether a claim is properly subject to indemnification hereunder nor waive the Indemnitor’s right at any time to disclaim obligations under Sections 8a, 8b and 8c with respect to any claim or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense damages to the extent reasonably determined by such counsel they are not subject to be necessary to protect the interests of the indemnified partyindemnification under Sections 8a, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees 8b and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed)8c.

Indemnification Process. Each party indemnified under In the provisions of this Agreement, upon receipt of written notice case of any Claim or the service of claim asserted by a summons or other initial legal process upon it in any action instituted third party against it for which it may be a party entitled to indemnification pursuant under this Agreement (the “Indemnified Party”), notice shall be given by the Indemnified Party to this Agreementthe party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall promptly give written notice permit the Indemnifying Party (at the expense of such Claim, Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom; provided that (a) the commencement counsel for the Indemnifying Party who shall conduct the defense of such action, claim or threat thereof, litigation shall be reasonably satisfactory to the Indemnified Party, (b) the Indemnified Party from whom indemnity shall be sought hereunder; providedmay participate in such defense at such Indemnified Party’s expense, however, that and (c) the failure omission by any Indemnified Party to provide such give notice within a reasonable period of time as provided herein shall not relieve the indemnifying party of any Indemnifying Party of its obligations hereunder indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the indemnifying party Indemnifying Party and such Indemnifying Party is prejudiced by materially damaged as a result of such failurefailure to give notice. Each indemnifying party shall be entitled at its own expense to participate Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Claim claim or actionlitigation, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in or enter into any action involving only settlement that provides for injunctive or other non-monetary relief affecting the payment of money which includes Indemnified Party or that does not include as an unconditional term thereof the delivery giving by the each claimant or plaintiff to the indemnified party such Indemnified Party of a duly executed written release of the indemnified party from all liability with respect to such claim or litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party’s Tax liability or the ability of BIOLITEC to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Claim claim or action which written release any litigation relating thereto, the Indemnified Party shall be reasonably satisfactory in form have the right at all times to take over and substance assume control over the defense, settlement, negotiations or litigation relating to any such claim at the indemnified party. Notwithstanding sole cost of the immediately preceding sentence, Indemnifying Party; provided that if the named parties in Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action claim or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled litigation without the written consent of the indemnifying party (which Indemnifying Party, such consent shall not to be unreasonably withheld or delayed). In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand with the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Section 5.04 and the records of each shall be available to the other with respect to such defense.

Indemnification Process. Each If any action shall be brought against a party indemnified under (the "Claimant") in respect to which indemnity may be sought from the another party (the "Indemnifying Party") pursuant to the provisions of this AgreementSection 10, the Claimant shall promptly notify the Indemnifying Party in writing, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein. The Claimant shall cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense and/or settlement of any such action. The Indemnifying Party shall, upon receipt of written notice of request by the Claimant, undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to including the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period employment of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in counsel which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form to Claimant, and substance payment of all reasonably incurred expenses. Claimant shall have the right to employ separate counsel to provide input into the indemnified partydefense, at Claimant's own cost. Notwithstanding the immediately preceding sentenceThe Indemnifying Party shall pay directly or, if requested, reimburse Claimant upon demand for any payments made or damages suffered by Claimant, based upon the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses judgment of any counsel retained by itcourt of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, and demands, or actions for which Claimant is entitled to indemnification hereunder. The Indemnifying Party shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim not settle any claim or action shall be settled under this Section 10 on Claimant's behalf without the first obtaining Claimant's written consent of the indemnifying party (permission, which consent permission shall not be unreasonably withheld or delayed), however if Claimant withholds or unreasonably delays approval of Indemnifying Party's settlement offer, Claimant shall defend that claim or action and Claimant hereby waives any right to indemnity hereunder from the Indemnifying Party in excess of the settlement offer amount. A Claimant may settle any claim or action hereunder, but the Indemnifying party will not be responsible for any such settlement unless it shall have approved the settlement, in writing and in advance, which approval will not be unreasonably withheld or delayed. Each party agrees not to publicize any settlement without first obtaining the other party's written permission, which permission will not be unreasonably withheld.

Indemnification Process. Each If any action shall be brought against a party indemnified under (the "Claimant") in respect to which indemnity may be sought from the another party (the "Indemnifying Party") pursuant to the provisions of this AgreementSection 8, the Claimant shall promptly notify the Indemnifying Party in writing, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein. The Claimant shall cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense and/or settlement of any such action. The Indemnifying Party shall, upon receipt of written notice of request by the Claimant, undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, to including the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period employment of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in counsel which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form to Claimant, and substance payment of all reasonably incurred expenses. Claimant shall have the right to employ separate counsel to provide input into the indemnified partydefense, at Claimant's own cost. Notwithstanding the immediately preceding sentenceThe Indemnifying Party shall pay directly or, if requested, reimburse Claimant upon demand for any payments made or damages suffered by Claimant, based upon the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses judgment of any counsel retained by itcourt of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, and demands, or actions for which Claimant is entitled to indemnification hereunder. The Indemnifying Party shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim not settle any claim or action shall be settled under this Section 8 on Claimant's behalf without the first obtaining Claimant's written consent of the indemnifying party (permission, which consent permission shall not be unreasonably withheld or delayed), however if Claimant withholds or unreasonably delays approval of Indemnifying Party's settlement offer, Claimant shall defend that claim or action and Claimant hereby waives any right to indemnity hereunder from the Indemnifying Party in excess of the settlement offer amount. A Claimant may settle any claim or action hereunder, but the Indemnifying party will not be responsible for any such settlement unless it shall have approved the settlement, in writing and in advance, which approval will not be unreasonably withheld or delayed. Each party agrees not to publicize any settlement without first obtaining the other party's written permission, which permission will not be unreasonably withheld.

Indemnification Process. Each party indemnified under the provisions of this Agreement, upon receipt of written No claim for indemnification will arise until notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to this Agreement, shall promptly give written notice of such Claim, or the commencement of such action, or threat thereof, thereof is given to the Party party from whom indemnity is sought. In the event that any legal proceedings shall be instituted or any claim or demand be asserted by any third party in respect of which the Seller Parties on the one hand, or Buyer on the other hand, may have an obligation to indemnify the other(s), the party asserting such right to indemnity shall give or cause to be given to the party from whom indemnity may be sought hereunderwritten notice thereof (including the facts constituting the basis therefor) and such party shall have the right, at its option and expense, to be present at the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the party asserting such right to indemnity, unless the party from whom indemnity is sought irrevocably acknowledges full and complete responsibility for indemnification of the party asserting such right to indemnity, in which case such party may assume such control through counsel of its choice (and in which case the party asserting a right to indemnity shall have the right, at its option and expense, to be present at the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof). The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve if the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in has assumed the defense of such Claim or actiona third party claim, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party to assume such defense, in which event such defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to the right of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom such Claim is asserted or who shall be the defendant in such action, and such indemnified party shall bear all fees and expenses of any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (which consent may be withheld in its sole discretion) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party maynot, without the written consent of the indemnified party, settle enter into any settlement, compromise or compromise discharge or consent to the entry of any judgment in which imposes any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant expense, obligation or plaintiff to restriction upon the indemnified party of a duly executed written release party, includes any obligations on the part of the indemnified party from all liability in respect of such Claim to take any future actions, or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and requires the indemnified party shall have been advised by counsel that there may be a conflict between the positions to admit or acknowledge to any fact or event, including any violation of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or action; provided, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed)Law.

Indemnification Process. Each party Promptly after receipt by any of the indemnified parties under the provisions this Agreement of this Agreement, upon receipt of written notice of any Claim or the service of a summons action, arbitration, claim, demand, dispute, lawsuit or other initial legal process upon it proceeding (each a “Proceeding”), the party seeking indemnification (the “Indemnitee”) shall notify the party from which indemnification is sought (the “Indemnitor”) in any action instituted against it for which it may writing of the commencement thereof if a claim with respect thereof is to be entitled to indemnification pursuant to made under this Agreement, shall promptly give written notice . To the extent that the Indemnitor has actual knowledge of such Claim, or the commencement of such actionProceeding, or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide notify the Indemnitor shall not relieve such notice within a reasonable period of time Indemnitor from any indemnification liability which it may have to such Indemnitee pursuant to this Section 4, and the omission to notify the Indemnitor shall not relieve the indemnifying party of Indemnitor from any of its obligations hereunder except obligation or liability which it may have to the extent the indemnifying party is prejudiced by any such failureIndemnitee otherwise than under this Section 4. Each indemnifying party The Indemnitor shall be entitled at its own expense to participate in the defense of any such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the indemnified party within twenty (20) days of receipt of notice of the Claim or action from the indemnified party Proceeding and to assume such defense, in which event such the defense shall be conducted by counsel chosen by such indemnifying party (without prejudice to thereof with the right assistance of the indemnified party to fully participate at its own expense through counsel of its own choosing) which counsel may be any counsel reasonably satisfactory to the indemnified party against whom Indemnitee. In any such Claim is asserted or who Proceeding, the Indemnitee shall be have the defendant in such actionright to retain its own counsel, and such indemnified party shall bear all but the fees and expenses of any additional such counsel retained by it or them, provided that shall be at the indemnifying party shall obtain the consent of the indemnified party Indemnitee’s own expense unless (which consent may be withheld in its sole discretioni) before entering into any settlement, adjustment or compromise of such Claims, provided further that the indemnifying party may, without the consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery otherwise agreed by the claimant Indemnitor and Indemnitee or plaintiff to the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if (ii) the named parties in to any such action Proceeding (including any impleaded parties) include both the indemnified Indemnitor and the indemnifying partiesIndemnitee, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions representation of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such indemnified party different from or in addition to those available to the indemnifying party, then counsel for the indemnified party, shall be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound both parties by the results obtained by same counsel would be inappropriate due to actual or potential differing interests between them or the indemnified party in respect existence of such Claim different or action; providedadditional defenses (it being understood, however, that no such Claim or action shall be settled without the written consent of the indemnifying party (which consent Indemnitor shall not be unreasonably withheld liable for legal fees or delayedother expenses of more than one separate firm of attorneys for all such Indemnitees, which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to the Indemnitor). The Indemnitee will cooperate with the Indemnitor in connection with any such Proceeding and shall make all personnel, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defense of any such Proceeding.