Common use of Procedures Clause in Contracts

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of Section 7.1 Indemnified Person or 7.2 ---------- Indemnified Party under this section 6 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (including any governmental action), such indemnified party willIndemnified Person or Indemnified Party shall, if a claim Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume control of the defense thereof, thereof with counsel reasonably mutually satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified partyIndemnified Person or the Indemnified Party, as the indemnified party case may be; provided that an Indemnified Person or parties Indemnified Party shall have the right to select separate retain its own counsel with the fees and expenses to participate be paid by the indemnifying party, if, in the defense reasonable opinion of counsel retained by the indemnifying party, the representation by such action on behalf counsel of such indemnified party the Indemnified Person or parties; provided that there shall be no more than one such separate counsel. After notice from Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of its election so the Registrable Securities included in the Registration Statement to assume which the defense thereof, Claim relates. The failure to deliver written notice to the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the action Indemnified Person or (iii) Indemnified Party under this section 6, except to the extent that the indemnifying party has, is prejudiced in its sole discretion, authorized the employment of counsel for the indemnified party at the expense ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the indemnifying partyamount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

Procedures. Promptly after receipt by an a party indemnified party pursuant to the provisions of Section 7.1 or Section 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or Section 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any an indemnified party otherwise than under this Section 7 and shall not relieve the indemnifying party from liability under this Section 7, except to the extent the defense of the claim that such indemnifying party is prejudicedmaterially prejudiced by such omission. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or Section 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the thereof. No indemnifying party shall not have employed counsel reasonably satisfactory be liable to the an indemnified party to represent the indemnified party within a reasonable time after the notice for any settlement of the commencement of the any action or (iii) claim without the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense consent of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Procedures. Promptly after receipt by an a party indemnified party pursuant to the provisions of Section 7.1 or Section 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or Section 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any an indemnified party otherwise than under this Section 7 and shall not relieve the indemnifying party from liability under this Section 7, except to the extent the defense of the claim that such indemnifying party is prejudicedmaterially prejudiced by such omission. In case such action is brought against any indemnified party and it such indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or Section 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the thereof. No indemnifying party shall not have employed counsel reasonably satisfactory be liable to the an indemnified party to represent the indemnified party within a reasonable time after the notice for any settlement of the commencement of the any action or (iii) claim without the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense consent of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Procedures. Promptly after receipt by If any Third Party Claim shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 10.1 or Section 10.2, the provisions of Section 7.1 or 7.2 indemnified party shall, promptly after receipt of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party willThird Party Claim, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 10.1 or Section 10.2 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such omission. In case such action the event that any Third Party Claim is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereofthereof in accordance with this Section 10.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate therein. In any such Third Party Claim, an indemnified party shall have the right to participate inretain its own counsel, and, but the reasonable fees and expenses of such counsel shall be at the sole cost and expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the extent that it may wishretention of such counsel, jointly with any other (b) the indemnifying party similarly notified, has failed within a reasonable time to assume the defense thereof, with retain counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for party or (c) the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party, party and representation of both parties by the indemnified party same counsel would be inappropriate due to actual or parties have potential conflicts of interests between them based on the right to select separate advice of counsel to participate the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any Third Party Claim or related proceedings in the defense same jurisdiction, be liable for the reasonable fees and expenses of such action on behalf of such indemnified party or parties; provided that there shall be no more than one separate law firm (in addition to local counsel where necessary) for all such separate counselindemnified parties. After notice from the The indemnifying party to shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such indemnified party of its election so to assume consent or if there be a final judgment for the defense thereofplaintiff, the indemnifying party will not be liable agrees to such indemnify the indemnified party pursuant to from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the provisions prior written consent of said Section 7.1 the indemnified party, effect any settlement, compromise or 7.2 for discharge of any legal pending or other expense subsequently incurred threatened Third Party Claim in respect of which any indemnified party is or would have been a party and indemnity would have been sought hereunder by such indemnified party in connection with the defense thereof other than reasonable costs of investigationparty, unless such settlement, compromise or discharge, as the case may be, (i) the includes an unconditional written release of such indemnified party shall have employed counsel party, in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel form and substance reasonably satisfactory to the indemnified party party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to represent the an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the does not impose any continuing material obligation or restrictions on such indemnified party at the expense of the indemnifying party.

Procedures. Promptly after receipt by an a party indemnified party pursuant to the provisions of Section 7.1 9(a) or 7.2 Section 9(b) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 9(a) or 7.2Section 9(b), promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any an indemnified party otherwise than under this Section 9 and shall not relieve the indemnifying party from liability under this Section 9, except to the extent the defense of the claim that such indemnifying party is prejudicedmaterially prejudiced by such omission. In case such action is brought against any indemnified party and it such indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 9(a) or 7.2 Section 9(b) for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the thereof. No indemnifying party shall not have employed counsel reasonably satisfactory be liable to the an indemnified party to represent the indemnified party within a reasonable time after the notice for any settlement of the commencement of the any action or (iii) claim without the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense consent of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Procedures. Promptly after receipt If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to the provisions of Section 7.1 or 7.2 Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action involving the subject matter of the foregoing indemnity provisions such indemnified party willor proceeding, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereofof such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 7.1 or Section 7.2 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such omission. In case the event that any such action is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereofthereof in accordance with this Section 7.3, the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified partyparty (who shall not, provided, however, if counsel for except with the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and consent of the indemnified party, the indemnified party or parties have the right to select separate be counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article VII for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have employed counsel in accordance with mutually agreed to the provisions retention of the preceding sentencesuch counsel, (iib) the indemnifying party shall not have employed has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to represent actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party hasparty, in its sole discretion, authorized which case the employment reasonable fees and expenses of such counsel for the indemnified party shall be at the expense of the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (such consent not to be unreasonably withheld), effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and (iii) does not impose any obligation or restrictions on any indemnified party.

Procedures. Promptly after receipt by an indemnified party pursuant to For claims under this Section 11, the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, : (i) promptly notify the indemnifying party in writing of the commencement thereof; but claim, (ii) allow the omission indemnifying party the right to so control the investigation, defense and settlement (if applicable) of such claim at indemnifying party’s sole expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise of a claim under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies 11 shall not relieve the indemnifying party of the commencement thereofits obligations under this Section 11, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) however the indemnifying party shall not have employed counsel reasonably satisfactory be liable for any litigation expenses the indemnified party incurred prior to when notice is given or for damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this Section 12. The indemnifying party may not settle a claim that would bind the indemnified party to represent any obligation (except payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any indemnification obligation under this Section 11 will not apply if the indemnified party within settles or makes any admission with respect to a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of claim without the indemnifying party’s prior written consent.

Procedures. Promptly after receipt by an a party indemnified party pursuant to the provisions of Section 7.1 SECTION 5.1 or 7.2 SECTION 5.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 SECTION 5.1 or 7.2SECTION 5.2, promptly notify the indemnifying party of the commencement thereof; but PROVIDED the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any an indemnified party otherwise than under this Section ARTICLE 5, and shall not relieve the indemnifying party from liability under this ARTICLE 5, except to the extent the defense of the claim that such indemnifying party is prejudicedmaterially prejudiced by such omission. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 SECTION 5.1 or 7.2 SECTION 5.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the thereof. No indemnifying party shall not have employed counsel reasonably satisfactory be liable to the an indemnified party to represent the indemnified party within a reasonable time after the notice for any settlement of the commencement of the any action or (iii) claim without the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense consent of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such action, claim or litigation.

Procedures. Promptly With respect to the indemnities provided above in this Section 13, an indemnified party shall, with respect to any claim made against such indemnified party for which indemnification is available, notify the indemnifying party in writing of the nature of the claim as soon as practicable but not more than ten days after receipt the indemnified party shall have received notice of the assertion thereof before any court or governmental authority. The failure by an indemnified party pursuant to the provisions of Section 7.1 or 7.2 of give notice of the commencement of any action involving the subject matter of as provided in the foregoing indemnity provisions such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify sentence shall not relieve the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise its obligations under this Section except to the extent that the failure results in the failure of actual notice to the indemnifying party and the indemnifying party is damaged as a result of the failure to give notice. Upon receipt of notice by an indemnifying party from an indemnified party of the assertion of any such claim, the indemnifying party shall employ counsel reasonably acceptable to the indemnified party and shall assume the defense of the claim is prejudicedsuch claim. In case such action is brought against any The indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to employ separate counsel and to participate inin (but not control) any such action, and, to but the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume fees and expenses of such counsel shall be at the defense thereof, with counsel reasonably satisfactory to expense of such indemnified party unless (a) the employment of counsel by the indemnified party has been authorized by the indemnifying party, provided, however, if (b) the indemnified party shall have been advised by its counsel for the indemnifying party concludes in writing that there is a single counsel cannot under applicable legal and ethical considerations, represent both conflict of interest between the indemnifying party and the indemnified party, party in the indemnified conduct of the defense of such action (in which case the indemnifying party or parties shall not have the right to select separate counsel to participate in direct the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentenceparty), or (iic) the indemnifying party shall not in fact have employed counsel reasonably satisfactory to assume the indemnified party to represent the indemnified party within a reasonable time after the notice defense of the commencement of the action or (iii) the indemnifying party hassuch action, in its sole discretion, authorized each of which cases the employment fees and expenses of such counsel for the indemnified party shall be at the expense of the indemnifying party. An indemnifying party shall not be liable for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such action. Whether or not the Partnership chooses to defend or prosecute a claim, each Partner shall, to the extent requested by the Partnership and at the Partnership's expense, cooperate in the prosecution or defense of such claim and shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may reasonably be requested in connection therewith.

Procedures. Promptly (a) In order for a Buyer Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) to be entitled to any indemnification provided for under this Article VIII in respect of, arising out of or involving a Loss or a claim or demand made by any Person (other than by an Indemnified Party, which claims are addressed in Section 8.4(c)) against the Indemnified Party (a “Third Party Claim”), such Indemnified Party must deliver notice thereof to the Party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by an indemnified party pursuant to the provisions such Indemnified Party of Section 7.1 or 7.2 of written notice of the commencement of any action involving Third Party Claim and will provide the subject matter of Indemnifying Party with such information with respect thereto as the foregoing indemnity provisions Indemnifying Party may reasonably request. The failure to provide such indemnified party willnotice, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2however, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it release the Indemnifying Party from any liability which it may have to any indemnified party otherwise of its obligations under this Section Article VIII except to the extent that the defense of Indemnifying Party is materially prejudiced by such failure. (b) If the claim is prejudiced. In case such action is brought Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any indemnified party and it notifies all Losses that may result from a Third Party Claim pursuant to the indemnifying party terms of the commencement thereofthis Agreement, the indemnifying party shall Indemnifying Party will have the right to participate inright, and, upon written notice to the extent that it may wish, jointly with any other indemnifying party similarly notifiedIndemnified Party, to assume the defense thereof, thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Thereafter, the Indemnified Party will give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party in connection with such indemnified partyThird Party Claim and the right, providedupon prior notice during normal business hours, however, if counsel to interview at a mutually convenient time any employee of the Indemnified Party related to the such Third Party Claim. The Indemnifying Party will be liable for the indemnifying party concludes that a single fees and expenses of one outside counsel cannecessary to defend such Third Party Claim (and not under applicable legal any fees and ethical considerationsexpenses allocated to any internal counsel) employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during any period during which the Indemnified Party has failed to give notice of the Third Party Claim as provided in Section 8.4(a)), represent both the indemnifying party and the indemnified partyfees and expenses of counsel will constitute Losses for purposes of this Agreement. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim, the indemnified party Indemnified Party will have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party will reasonably cooperate in the defense or parties prosecution of such Third Party Claim, and the Indemnified Party will have the right to select employ separate counsel and to participate in the defense thereof (it being understood and agreed that the Indemnifying Party will control such defense), but the fees and expenses of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party Indemnified Party will be at the expense of the indemnifying partyIndemnified Party unless (1) the employment of such counsel at the Indemnifying Party’s expense will have been specifically authorized in writing by the Indemnifying Party or (2) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party would reasonably be expected to present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will not, without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld, conditioned or delayed), enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder, and which are paid in full at the time of such settlement, compromise or judgment. Notwithstanding the foregoing, whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party will not, without the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld, conditioned or delayed), admit any liability, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim. (c) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (an “Inter-Party Claim”), the Indemnified Party will deliver notice in writing of such Inter-Party Claim with reasonable promptness following the occurrence of the event giving rise to such claim to the Indemnifying Party, specifying in reasonable detail the basis of such claim. The failure to provide such notice, however, will not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. Thereafter, the Indemnified Party will give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party which evidence or support such claim or the act, omission or occurrence giving rise to such Inter-Party Claim and the right, upon prior notice during normal business hours, to interview at a mutually convenient time any employee of the Indemnified Party related to the act, omission or occurrence giving rise to such Inter-Party Claim. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party will proceed to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute will be resolved in accordance with the terms of this Agreement.

Procedures. Promptly after receipt by an a party indemnified party pursuant to the provisions of Section 7.1 or 7.2 9(a)or Section 9(b) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 9(a) or 7.2Section 9(b), promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any an indemnified party otherwise than under this Section 9 and shall not relieve the indemnifying party from liability under this Section 9, except to the extent the defense of the claim that such indemnifying party is prejudicedmaterially prejudiced by such omission. In case such action is brought against any indemnified party and it such indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 9(a) or 7.2 Section 9(b) for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the thereof. No indemnifying party shall not have employed counsel reasonably satisfactory be liable to the an indemnified party to represent the indemnified party within a reasonable time after the notice for any settlement of the commencement of the any action or (iii) claim without the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense consent of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Procedures. Promptly after receipt by an indemnified party pursuant If either Party seeks indemnification under this Article VIII, it shall give notice ("CLAIM NOTICE") to the provisions of Section 7.1 or 7.2 of notice other Party of the commencement basis of the claim (the "CLAIM") (i) within a reasonable time after discovery of the facts, and (ii) in any event, within the time periods set forth in Section 8.1, provided that the failure to give such notice shall not relieve the indemnifying Party of any action involving the subject matter of the foregoing indemnity provisions such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section hereunder except to the extent that the defense indemnified Party is materially adversely prejudiced by such failure. The indemnifying Party shall give notice to the indemnified Party within thirty (30) days after receipt of the claim is prejudicednotice requested by this Section 8.3 advising whether it (i) acknowledges its obligation to indemnify the indemnified Party, or (ii) disputes its obligation to indemnify the indemnified Party. In case such action is brought against any indemnified party and it notifies If the indemnifying party of Party acknowledges its indemnification obligation with respect to the commencement thereofClaim, and (i) such Claim is based upon an asserted liability or obligation to a person or entity that is not a Party to this Agreement (a "THIRD PARTY CLAIM"), the indemnifying party Party shall have the right to participate in, and, defend or settle such Third Party Claim subject to the extent terms and conditions of Section 8.4 hereof, or (ii) if such Claim is not a Third Party Claim, the indemnified Party shall be entitled to immediate satisfaction of such Claim. If the indemnifying Party does not notify the indemnified Party within fifteen (15) business days following receipt of notice of a Claim that is not a Third Party Claim that it may wishdisputes such Claim, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for Claim shall be deemed a liability of the indemnifying party concludes that a single counsel cannot under applicable legal Party, and ethical considerations, represent both the indemnifying party Party shall pay the amount of the Claim on demand by the indemnified Party, or in the case of any notice in which the amount of the Claim is estimated, on such later date when the amount of the Claim is finally determined. If the indemnifying Party disputes the Claim in a timely manner as set forth herein, the indemnifying Party and the indemnified party, the indemnified party or parties have the right Party shall proceed in good faith to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions negotiate a resolution of the preceding sentencedispute, (ii) or, if necessary, to resolve the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, dispute as set forth in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partySection 9.5 hereof.

Procedures. Promptly after receipt If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Sections 8.1 or 8.2, as applicable, the provisions of Section 7.1 or 7.2 indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action involving the subject matter of the foregoing indemnity provisions such indemnified party willor proceeding, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereofof such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except Sections 8.1 or 8.2, as applicable, unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such omission. In case the event that any such action is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereofthereof in accordance with this Section 8.3, the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, providedand, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article VIII for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have employed mutually agreed to the retention of such counsel in accordance with at the provisions of the preceding sentenceindemnifying party’s expense, (iib) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm for each jurisdiction for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have employed counsel been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to represent the an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the does not impose any continuing material obligation or restrictions on any indemnified party at the expense of the indemnifying party.

Procedures. Promptly after receipt by an A party seeking indemnification under this Section 8 shall provide prompt notice of its claim for indemnification to the indemnifying party; provided, however, that failure to give prompt notice shall not affect the indemnifying party’s obligations under this Section 8 unless and to the extent that the failure materially prejudices the defense of the claim. The indemnifying party may select counsel to defend the indemnified party pursuant in respect of any indemnified claim under this Section 8; provided, however, that the counsel selected must be qualified to defend the indemnified claim in the judgment of the indemnified party, which judgment shall not be unreasonably withheld or delayed. The indemnified party shall keep the indemnifying party fully informed of the status of the claim, including all communications from the claimant, and shall cooperate with the indemnifying party with respect to any judicial proceeding or dispute resolution procedure. The indemnifying party shall not settle any claim covered by this Section 8 without the written consent in advance of the indemnified party, which consent shall not be unreasonably withheld or delayed. If, however, such settlement shall be only for a monetary amount covered by the indemnifying party’s indemnification obligation under this Section 8 and shall not impose any other liability on the indemnified party, then, no consent shall be required from the indemnified party. Notwithstanding anything in this Section 8 to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving contrary, if TDC is indemnifying multiple Customers related to the subject matter of the foregoing indemnity provisions such indemnified party willindemnification claim, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party then TDC shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to seek consolidation of all such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal actions and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in defend the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partyactions.

Procedures. Promptly after receipt If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to the provisions of Section 7.1 or 7.2 Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action involving the subject matter of the foregoing indemnity provisions such indemnified party willor proceeding, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereofof such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 7.1 or Section 7.2 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such omission. In case the event that any such action is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereofthereof in accordance with this Section 7.3, the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to selected by such indemnified indemnifying party, providedand, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article VII for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have employed counsel in accordance with mutually agreed to the provisions retention of the preceding sentencesuch counsel, (iib) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its prior written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have employed counsel been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to represent the an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the does not impose any continuing material obligation or restrictions on any indemnified party at the expense of the indemnifying party.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of under this Section 7.1 or 7.2 10 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 10, deliver to the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party a written notice of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party thereof and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably mutually satisfactory to such indemnified party, the parties; provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the an indemnified party or (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to select retain one separate counsel (plus appropriate local counsel), with the fees and expenses to participate in be paid by the defense of such action on behalf indemnifying party, if representation of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of its election the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 10 to the extent (and only the extent) that it is actually prejudiced thereby, but the omission so to assume the defense thereof, deliver written notice to the indemnifying party will not be liable relieve it of any liability that it may have to such any indemnified party pursuant to the provisions of said otherwise than under this Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying party10.

Procedures. Promptly after receipt by an indemnified party pursuant to In the provisions event of a potential indemnity obligation under this Section 7.1 or 7.2 of notice of 11, the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, : (a) promptly notify the indemnifying party in writing of the commencement thereof; but claim, (b) allow the omission indemnifying party the right to so control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and (c) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise of a claim under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies shall not relieve the indemnifying party of the commencement thereofits obligations under this Section. However, the indemnifying party shall have not be liable for any litigation expenses the right indemnified party incurred before such notice was given, or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to participate in, and, provide notice to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes in accordance with this Section. The indemnifying party may not settle any claim that a single counsel cannot under applicable legal and ethical considerations, represent both would bind the indemnified party to any obligation (other than payment covered by the indemnifying party and or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Any indemnification obligation under this Section will not apply if the indemnified party settles or parties have the right makes any admission with respect to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of claim without the indemnifying party’s prior written consent.

Procedures. Promptly after receipt If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to the provisions of Section 7.1 or 7.2 Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action involving the subject matter of the foregoing indemnity provisions such indemnified party willor proceeding, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereofof such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 7.1 or Section 7.2 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such omission. In case any such action is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified partyparty (who shall not, provided, however, if counsel for except with the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and consent of the indemnified party, the indemnified party or parties have the right to select separate be counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article VII for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationinvestigation and except as provided below. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable and documented fees and expenses of such counsel shall be at the expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have employed counsel in accordance with mutually agreed to the provisions retention of the preceding sentencesuch counsel, (iib) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (such consent not to be unreasonably withheld), effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have employed counsel been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to represent the an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) does not impose any obligation or restriction on any indemnified party. Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the indemnifying party has, in its sole discretion, authorized information subject to the employment confidentiality request. Omissions are designated as “****”. A complete version of counsel for this exhibit has been filed separately with the indemnified party at the expense of the indemnifying partySecurities and Exchange Commission.

Procedures. Promptly after receipt If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 8.1 or Section 8.2, the provisions of Section 7.1 or 7.2 indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action involving the subject matter of the foregoing indemnity provisions such indemnified party willor proceeding, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereofof such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 8.1 or Section 8.2 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such omission. In case the event that any such action is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereofthereof in accordance with this Section 8.3, the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, providedand, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article VII for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have employed counsel in accordance with mutually agreed to the provisions retention of the preceding sentencesuch counsel, (iib) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have employed counsel been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to represent the an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the does not impose any continuing material obligation or restrictions on any indemnified party at the expense of the indemnifying party.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions under this Section 7 of Section 7.1 or 7.2 of written notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, deliver to the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party a written notice of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party thereof and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably mutually satisfactory to such indemnified party, the parties; provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the an indemnified party or (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to select retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to participate actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 7 to the extent of such prejudice, but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party other than under this Section 7. No indemnifying party, in the defense of any such action on behalf claim or action, shall, except with the consent of such each indemnified party party, consent to entry of any judgment or parties; provided enter into any settlement that there shall be no more than one such separate counsel. After notice from does not include as an unconditional term thereof the indemnifying party giving by claimant or plaintiff to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to a release from all liability in respect of such indemnified party pursuant to the provisions of said Section 7.1 claim or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partyaction.

Procedures. Promptly after (a) In order for a party (the “indemnified party”), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing of the Third Party Claim receipt by an such indemnified party pursuant to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving Third Party Claim; provided, however, that failure to give such notification shall not affect the subject matter of the foregoing indemnity provisions such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section indemnification provided hereunder except to the extent the defense indemnifying party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the claim is prejudiced. In case such action is brought against any indemnified party shall deliver to the indemnifying party, promptly following the indemnified party’s receipt thereof, copies of all notices and it notifies documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of the commencement thereofa Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume in the defense thereofthereof and to employ counsel, with at its own expense, separate from the counsel reasonably satisfactory to such indemnified employed by the indemnifying party, provided, however, if counsel for it being understood that the indemnifying party concludes that a single shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel cannot under applicable legal and ethical considerations, represent both employed by the indemnified party for any period during which the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will has not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with assumed the defense thereof (other than reasonable costs of investigation, unless (i) during any period in which the indemnified party shall have employed counsel in accordance with the provisions failed to give notice of the preceding sentenceThird Party Claim as provided above). If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (iiupon the indemnifying party’s request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party’s prior written consent which consent shall not be unreasonably withheld. If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not have employed be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel reasonably satisfactory to incurred by the indemnified party to represent in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party within a reasonable time that the indemnified party reasonably determines, after the notice conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the commencement of the action or (iii) Third Party Claim can be so separated from that for money damages, the indemnifying party has, in its sole discretion, authorized shall be entitled to assume the employment of counsel for the indemnified party at the expense defense of the indemnifying partyportion relating to money damages.

Procedures. Promptly after receipt by an indemnified A party pursuant that intends to seek indemnification under this Section 14 (the “indemnitee”) shall notify the other party (the “indemnitor”) promptly in writing of any Claim in respect of which the indemnitee believes it is entitled to claim indemnification, provided that the failure to give timely notice to the provisions of Section 7.1 or 7.2 of notice of indemnitor shall not release the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it indemnitor from any liability which it may have to any indemnified party otherwise under this Section the indemnitee, except to the extent the defense of the claim indemnitor is prejudicedprejudiced thereby. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party The indemnitor shall have the right to participate inright, and, by notice to the extent that it may wish, jointly with any other indemnifying party similarly notifiedindemnitee, to assume the defense thereof, of any such Claim within ten (10) days after the indemnitor’s receipt of notice of any Claim with counsel reasonably satisfactory to of the indemnitor’s choice and at the sole cost of the indemnitor. If the indemnitor so assumes such indemnified partydefense, the indemnitee may participate therein through counsel of its choice, but at the sole cost of the indemnitee; provided, however, that the indemnitor shall be obligated to pay fees and expenses of such indemnitee’s counsel if representation of the indemnitee by the counsel for retained by the indemnifying indemnitor would be inappropriate due to actual or potential conflicting interests between the indemnitee and any other party concludes that a single represented by such counsel canin the investigation and defense of any such Claim. The party not under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in assuming the defense of any such action on behalf Claim shall render all reasonable assistance to the party assuming such defense, and all reasonable out-of-pocket costs of such indemnified assistance shall be for the account of the indemnitor. No such Claim shall be settled other than by the party or partiesdefending the same, and then only with the consent of the other party which shall not be unreasonably withheld; provided that there the indemnitee shall be have no more than one obligation to consent to any settlement of any such separate counsel. After notice from Claim which imposes on the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will indemnitee any liability or obligation which cannot be liable to such indemnified party pursuant to assumed and performed in full by the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with indemnitor, and the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party indemnitee shall have employed counsel in accordance with no right to withhold its consent to any settlement of any such Claim if the provisions settlement involves only the payment of money by the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action indemnitor or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partyinsurer.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of under ---------- this Section 7.1 or 7.2 3 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party will, if may make a claim thereof is under this Section 3, such indemnified party shall deliver to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party a written notice of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party thereof and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably satisfactory to such the indemnified party, ; provided, however, if that an indemnified party shall have the right to retain its own counsel for at its own expense (except as specifically provided below). The failure to deliver written notice to the indemnifying party concludes within a reasonable time following the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 3 unless and to the extent that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party is actually prejudiced thereby, but in no event shall it relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 3. Any fees and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, as incurred, within sixty (60) days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party or parties is not entitled to indemnification hereunder, but in such event such amounts shall be immediately refunded). Any such indemnified party shall have the right to select employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such action on behalf counsel shall be the expenses of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified indemnifying party shall have employed counsel in accordance with the provisions of the preceding sentence, has agreed to pay such fees and expenses or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory failed to promptly assume the indemnified party to represent the indemnified party within a reasonable time after the notice defense of the commencement of the action such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party hasand that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party, it being understood, however, that the indemnifying party shall not, in its sole discretionconnection with any one such action, authorized claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the employment same jurisdiction arising out of counsel the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties. No indemnifying party shall be liable to an indemnified party at for any settlement of any action, proceeding or claim without the expense written consent of the indemnifying party, which consent shall not be unreasonably withheld.

Procedures. Promptly after receipt (a) In order for a party (the "indemnified party"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by an any person against the indemnified party pursuant to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (a "Third Party Claim"), such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly must notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any Third Party Claim promptly following receipt by such indemnified party otherwise under this Section of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the defense indemnifying party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the claim is prejudiced. In case such action is brought against any indemnified party shall deliver to the indemnifying party, promptly following the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim and not also addressed to the indemnifying party. (b) If a Third Party Claim is made against an indemnified party, the indemnified party shall be entitled to participate in the defense thereof and, if it notifies so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of the commencement thereofa Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate inin the defense thereof and to employ counsel, andat its own expense, to separate from the extent counsel employed by the indemnifying party, it being understood that it may wish, jointly with any other the indemnifying party similarly notified, to assume shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for . If the indemnifying party concludes that chooses to defend or prosecute a single counsel cannot under applicable legal Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and ethical considerations, represent both (upon the indemnifying party's request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnified partyindemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or parties have settle, compromise or discharge, such Third Party Claim without the right to select separate counsel to participate in indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of such action on behalf of such a Third Party Claim, the indemnified party shall agree to any settlement, compromise or parties; provided discharge of a Third Party Claim that there shall be no more than one such separate counsel. After notice from the indemnifying party may recommend and that by its terms obligates the indemnifying party to such indemnified party pay the full amount of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party liability in connection with the defense thereof other than reasonable costs of investigationsuch Third Party Claim, unless (i) which releases the indemnified party shall have employed counsel completely in accordance connection with such Third Party Claim and that would not otherwise adversely affect the provisions of indemnified party. Notwithstanding the preceding sentenceforegoing, (ii) the indemnifying party shall not have employed be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel reasonably satisfactory to incurred by the indemnified party to represent in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party within a reasonable time that the indemnified party reasonably determines, after the notice conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the commencement of the action or (iii) Third Party Claim can be so separated from that for money damages, the indemnifying party has, in its sole discretion, authorized shall be entitled to assume the employment of counsel for the indemnified party at the expense defense of the indemnifying partyportion relating to money damages.

Procedures. Promptly after receipt If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to the provisions of Section 7.1 or 7.2 Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action involving the subject matter of the foregoing indemnity provisions such indemnified party willor proceeding, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereofof such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 7.1 or Section 7.2 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such omission. In case any such action is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified partyparty (who shall not, provided, however, if counsel for except with the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and consent of the indemnified party, the indemnified party or parties have the right to select separate be counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article VII for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationinvestigation and except as provided below. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable and documented fees and expenses of such counsel shall be at the expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have employed counsel in accordance with mutually agreed to the provisions retention of the preceding sentencesuch counsel, (iib) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (such consent not to be unreasonably withheld), effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have employed counsel been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to represent the an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the does not impose any obligation or restriction on any indemnified party at the expense of the indemnifying party.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of under this Section 7.1 or 7.2 2.7 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party a written notice of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party thereof and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably mutually satisfactory to such indemnified party, the parties; provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the an indemnified party or (together with all other indemnified parties who do not have differing interests and which may be represented without conflict by one counsel) shall have the right to select retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to participate actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such action on behalf claim or litigation, shall, except with the consent of such each indemnified party party, consent to entry of any judgment or parties; provided that there shall be no more than one such separate counsel. After notice from enter into any settlement which does not include as an unconditional term thereof the indemnifying party giving by the claimant or plaintiff to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable a release from all liability in respect to such indemnified party pursuant to the provisions of said Section 7.1 claim or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partylitigation.

Procedures. Promptly after receipt by If any Third Party Claim shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to ‎Section 10.1 or ‎Section 10.2, the provisions of Section 7.1 or 7.2 indemnified party shall, promptly after receipt of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party willThird Party Claim, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except ‎Section 10.1 or ‎Section 10.2 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such omission. In case such action the event that any Third Party Claim is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereofthereof in accordance with this ‎Section 10.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate therein. In any such Third Party Claim, an indemnified party shall have the right to participate inretain its own counsel, and, but the reasonable fees and expenses of such counsel shall be at the sole cost and expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the extent that it may wishretention of such counsel, jointly with any other (b) the indemnifying party similarly notified, has failed within a reasonable time to assume the defense thereof, with retain counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for party or (c) the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party, party and representation of both parties by the indemnified party same counsel would be inappropriate due to actual or parties have potential conflicts of interests between them based on the right to select separate advice of counsel to participate the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any Third Party Claim or related proceedings in the defense same jurisdiction, be liable for the reasonable fees and expenses of such action on behalf of such indemnified party or parties; provided that there shall be no more than one separate law firm (in addition to local counsel where necessary) for all such separate counselindemnified parties. After notice from the The indemnifying party to shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such indemnified party of its election so to assume consent or if there be a final judgment for the defense thereofplaintiff, the indemnifying party will not be liable agrees to such indemnify the indemnified party pursuant to from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the provisions prior written consent of said Section 7.1 the indemnified party, effect any settlement, compromise or 7.2 for discharge of any legal pending or other expense subsequently incurred threatened Third Party Claim in respect of which any indemnified party is or would have been a party and indemnity would have been sought hereunder by such indemnified party in connection with the defense thereof other than reasonable costs of investigationparty, unless such settlement, compromise or discharge, as the case may be, (i) the includes an unconditional written release of such indemnified party shall have employed counsel party, in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel form and substance reasonably satisfactory to the indemnified party party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to represent the an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the does not impose any continuing material obligation or restrictions on such indemnified party at the expense of the indemnifying party.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of Section 7.1 or 7.2 hereunder of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2hereunder, promptly notify the indemnifying party of the commencement thereof; but the omission so to so notify the indemnifying party will not relieve it from any liability which it that such indemnifying party may have to any indemnified party otherwise under this Section Agreement except to the extent the defense of the claim is prejudicedthat such indemnifying party has been materially prejudiced by such failure. In case any such action is brought against any indemnified party party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right will be entitled to participate intherein, and, to the extent that it such indemnifying party may wish, jointly with any other indemnifying party similarly notified, to assume (at its own expense) the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if party (which counsel for may be counsel to the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerationsparty), represent both the indemnifying party and the indemnified partyand, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofhereunder, the such indemnifying party will shall not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified indemnifying party shall have employed agreed in writing to the continuing participation of such counsel in accordance with the provisions of the preceding sentence, or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party shall not have employed counsel reasonably satisfactory to and the indemnified party and representation of both parties by the same counsel would, in the opinion of such counsel, be inappropriate due to represent the actual or potential differing interests between them. If the indemnifying party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the indemnified party, which will not be unreasonably withheld or delayed or, if such settlement provides for release of the indemnified party within a reasonable time after in connection with all matters relating to the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for proceeding which have been asserted against the indemnified party at in such proceeding by the expense other parties to such settlement, without the consent of the indemnifying indemnified party.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of under this Section 7.1 or 7.2 8(e) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8(e), deliver to the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party a written notice of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party thereof and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably mutually satisfactory to such indemnified party, the parties; provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the an indemnified party or (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to select retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to participate actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 8(e), but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 8(e). No indemnifying party, in the defense of any such action on behalf claim or litigation, shall, except with the consent of such each indemnified party party, consent to entry of any judgment or parties; provided that there shall be no more than one such separate counsel. After notice from enter into any settlement which does not include as an unconditional term thereof the indemnifying party giving by the claimant or plaintiff to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable a release from all liability in respect to such indemnified party pursuant to the provisions of said claim or litigation. The indemnity agreements contained in this Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i8(e) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense consent of the indemnifying party, such consent not to be unreasonably withheld.

Procedures. Promptly after receipt by an a party indemnified party pursuant to the provisions of Section 7.1 or Section 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or Section 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any an indemnified party otherwise than under this Section except to 7 and shall not relieve the extent the defense of the claim indemnifying party from liability under this Section 7 unless such indemnifying party is prejudicedmaterially prejudiced by such omission. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or Section 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the thereof. No indemnifying party shall not have employed counsel reasonably satisfactory be liable to the an indemnified party to represent the indemnified party within a reasonable time after the notice for any settlement of the commencement of the any action or (iii) claim without the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense consent of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Procedures. (a) Promptly after receipt by an a party entitled to be indemnified party pursuant to the provisions of Section 7.1 or Section 7.2 hereof, as applicable, of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2Section 7.2 hereof, promptly notify the indemnifying party of the commencement thereof; but provided that the omission failure to so notify the indemnifying party will not relieve it the indemnifying party from any liability which it may have to any an indemnified party otherwise than under this Section Article 7, and shall not relieve the indemnifying party from liability under this Article 7, except to the extent the defense of the claim that such indemnifying party is prejudicedmaterially prejudiced by such failure. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, ; provided, however, that if counsel for the indemnifying defendants in any such action include both the indemnified party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party shall have reasonably concluded, based on an opinion of counsel, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofof such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said under Section 7.1 or Section 7.2 hereof for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the provisions proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to such indemnifying party, representing all of the preceding sentence, indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party hasaction, in its sole discretion, authorized each of which cases the employment reasonable fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. No indemnifying party shall be liable to an indemnified party for any settlement of any action or claim without the written consent of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such action, claim or litigation. (b) If the indemnification provided for in this Article 7 is required by its terms but is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party under the above paragraphs of this Article 7 in respect to any claims, actions, demands, losses, damages, liabilities, costs or expenses referred to herein, then each applicable indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of any claims, actions, demands, losses, damages, liabilities, costs or expenses referred to herein (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuer and the Investors from the private placement of Securities hereunder or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but the relative fault of the Issuer and the Investors in connection with the statements or omissions or inaccuracies in the representations and warranties in this Agreement and/or the Registration Statement which resulted in such claims, actions, demands, losses, damages, liabilities, costs or expenses, as well as any other relevant equitable considerations. The respective relative benefits received by the Issuer on the one hand and each Investor on the other shall be deemed to be in the same proportion as the amount paid by the Investor to the Issuer pursuant to this Agreement for the Shares purchased by the Investor that were sold pursuant to the Registration Statement bears to the difference (the “Difference”) between the amount the Investor paid for the Shares that were sold pursuant to the Registration Statement and the amount received by the Investor from such sale. The relative fault of the Issuer, on the one hand, and each Investor on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact or the inaccurate or the alleged inaccurate representation and/or warranty relates to information supplied by the Issuer or by the Investors and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the claims, actions, demands, losses, damages, liabilities, costs or expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7.3(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section 7.3(a) hereof with respect to the notice of the threat or commencement of any threat or action shall apply if a claim for contribution is to be made under this Section 7.3(b); provided, however, that no additional notice shall be required with respect to any threat or action for which notice has been given under Section 7.3(a) hereof for purposes of indemnification. The Issuer and each Investor agree that it would not be just and equitable if contribution pursuant to this Section 7.3(b) were determined solely by pro rata allocation (even if the Investors were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraph. Notwithstanding the provisions of this Section 7.3, no Investor shall be required to contribute any amount in excess of the amount by which the Difference exceeds the amount of any damages that the Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Investor’s obligations to contribute pursuant to this Section 7.3 are several and not joint.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of under this Section 7.1 or 7.2 2.7 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party a written notice of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party thereof and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably mutually satisfactory to such indemnified party, the parties; provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the an indemnified party or (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to select retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to participate actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have EXECUTION COPY to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such action on behalf claim or litigation, shall, except with the consent of such each indemnified party party, consent to entry of any judgment or parties; provided that there shall be no more than one such separate counsel. After notice from enter into any settlement which does not include as an unconditional term thereof the indemnifying party giving by the claimant or plaintiff to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable a release from all liability in respect to such indemnified party pursuant to the provisions of said claim or litigation. The indemnity agreements contained in this Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party 2.7 shall not have employed counsel reasonably satisfactory apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense consent of the indemnifying party.

Procedures. Promptly after receipt If any legal action governed by this ARTICLE 9 is commenced against an indemnified party pursuant Indemnitee, prompt written notice thereof shall be given to the provisions of Section 7.1 or 7.2 of indemnifying Party, except that failure to give prompt notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party will, if a claim thereof is to be made against shall reduce the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise Party’s obligations under this Section except ARTICLE 9 only in the event and to the extent it is prejudiced thereby. After such notice, if the indemnifying Party shall acknowledge in writing to such Indemnitee that the right of indemnification under this Agreement applies with respect to such claim, then the indemnifying Party shall be entitled, if it so elects, in a written notice delivered to the Indemnitee no later than ten (10) days prior to the date on which a response to such claim is due, to take control of the defense and investigation of such claim and to employ and engage attorneys of its sole choice, and reasonably satisfactory to the indemnified Party, to handle and defend same, at the indemnifying Party’s expense. The Indemnitee shall cooperate in all reasonable respects with the indemnifying Party and its attorneys in the investigation, trial, and defense of such claim and any appeal arising therefrom, except that the Indemnitee may, at its own expense, participate, through its attorneys or otherwise, in such investigation, trial, and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money (or the issuance of credits) by the indemnifying Party shall be entered into by the indemnifying Party without the prior written consent of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies Indemnitee, which consent may be given or withheld in the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, andIndemnitee’s sole discretion, to the extent that it may wish, jointly with any other concerns equitable remedies or the Indemnitee’s Confidential Information or proprietary technology. After notice by the indemnifying party similarly notified, Party of its election to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in full control of the defense of any such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofclaim, the indemnifying party will Indemnitee shall not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 indemnifying Party for any legal or other expense subsequently expenses incurred thereafter by such indemnified party indemnifying Party in connection with the defense thereof other than reasonable costs of investigationthat claim. If the indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in this Section, unless (i) the indemnified party indemnifying Party may participate in such defense, at its expense, and the Indemnitee shall have employed counsel the right to defend and settle the claim in accordance with the provisions of the preceding sentencesuch manner as it may deem appropriate, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partyParty.

Procedures. Promptly after receipt by an indemnified party pursuant Any Person entitled to the provisions of Section 7.1 or 7.2 of indemnification hereunder shall (i) give prompt written notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission any claim with respect to so notify the indemnifying party will not relieve it from any liability which it may have seeks indemnification (provided that the failure to give prompt notice shall not impair any indemnified party otherwise under this Section except Person's right to indemnification hereunder to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies failure has not prejudiced the indemnifying party party) and (ii) unless in such indemnified party's reasonable judgment a conflict of the commencement thereofinterest between such indemnified and indemnifying parties may exist with respect to such claim, the permit such indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection claim with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to represent any liability for any settlement made by the indemnified party within without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable time after judgment of counsel to any indemnified party a conflict of interest may exist if the notice same counsel were to represent such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the Holders of a majority of the commencement of Registrable Securities included in the action or (iii) the indemnifying party hasregistration, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party, in the defense of such claim or litigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of under this Section 7.1 or 7.2 6 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party a written notice of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party thereof and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably mutually satisfactory to such indemnified partythe parties; PROVIDED, providedHOWEVER, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the an indemnified party or (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to select retain one separate counsel (plus appropriate local counsel), with the fees and expenses to participate in be paid by the defense of such action on behalf indemnifying party, if representation of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial in any material respect to its election ability to defend such action, shall to the extent prejudicial relieve such indemnifying party of any liability to the indemnified party under this Section 6, but the omission so to assume the defense thereof, deliver written notice to the indemnifying party will not be liable relieve it of any liability that it may have to such any indemnified party pursuant to the provisions of said otherwise than under this Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the 6. No indemnifying party shall not have employed counsel reasonably satisfactory consent to the indemnified party entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the such indemnifying party has, of a release from all liability in its sole discretion, authorized the employment respect of counsel for the indemnified party at the expense of the indemnifying partysuch action.

Procedures. Promptly after receipt (a) In order for a party (the “indemnified party”), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by an any Person against the indemnified party pursuant to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (a “Third Party Claim”), such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly must notify the indemnifying party in writing (and in reasonable detail) of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any Third Party Claim within 10 Business Days after receipt by such indemnified party otherwise under this Section of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within five Business Days’ time after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, that (i) the indemnifying party notifies the indemnified party in writing within 15 days after the indemnified party has given notice of the Third Party Claim that the indemnifying party will indemnify the indemnified party from and against the entirety of any Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the indemnifying party provides the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the indemnified party, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the indemnified party, and (v) the indemnifying party conducts the defense of the claim is prejudicedThird Party Claim actively and diligently. In case such action is brought against any indemnified party and it notifies Should the indemnifying party so elect to assume the defense of the commencement thereofa Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume in the defense thereofthereof and to employ counsel, with at its own expense, separate from the counsel reasonably satisfactory to such indemnified employed by the indemnifying party, provided, however, if counsel for it being understood that the indemnifying party concludes that a single shall control such defense (so long as it is actively and diligently doing so). The indemnifying party shall be liable for the fees and expenses of counsel cannot under applicable legal and ethical considerations, represent both employed by the indemnified party for any period during which the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will has not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with assumed the defense thereof (other than reasonable costs of investigation, unless (i) during any period in which the indemnified party shall have employed counsel in accordance with the provisions failed to give notice of the preceding sentence, (ii) Third Party Claim as provided above). If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not have employed counsel reasonably satisfactory to the indemnifying party assumes the defense of a Third Party Claim, the indemnified party to represent shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party within shall agree to any settlement, compromise or discharge of a reasonable time after the notice of the commencement of the action or (iii) Third Party Claim that the indemnifying party has, may recommend that involves solely money damages (and not any injunctive or other relief) and that by its terms obligates the indemnifying party to pay the full amount of the liability in its sole discretion, authorized the employment of counsel for connection with such Third Party Claim and which releases the indemnified party at the expense of the indemnifying partycompletely in connection with such Third Party Claim.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of under this Section 7.1 or 7.2 7 of notice of the threat or commencement of any action involving the subject matter of the foregoing indemnity provisions action, such indemnified party will, if a claim in respect thereof is to be made against the an indemnifying party pursuant to the provisions of under this Section 7.1 or 7.27, promptly notify the indemnifying party of the commencement in writing thereof; , but the omission to so notify the indemnifying party will not relieve it from any liability which that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section except 7 to the extent the defense it is not prejudiced as a result of the claim is prejudicedsuch failure. In case any such action is brought against any indemnified party and it notifies the such indemnified party seeks or intends to seek indemnity from an indemnifying party of the commencement thereofparty, the indemnifying party shall have the right will be entitled to participate in, and, to the extent that it may wish, jointly with any all other indemnifying party parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party, ; provided, however, if counsel for the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party concludes shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying party, that there may be a single counsel cannot under applicable legal and ethical considerations, represent both conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofof such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said under this Section 7.1 or 7.2 7 for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (ia) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the provisions proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to such indemnifying party, representing all of the preceding sentence, indemnified parties who are parties to such action) or (iib) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party hasaction, in its sole discretion, authorized each of which cases the employment reasonable fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. In no event shall any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved in writing the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the subject matter of such proceeding.

Procedures. (a) Promptly after receipt by an indemnified party pursuant to the provisions of Section 7.1 or 7.2 hereunder of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions action, such indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2hereunder, promptly notify the indemnifying party of the commencement in writing thereof; , but the omission so to so notify the indemnifying party will shall not relieve it from any liability which it may have to any such indemnified party otherwise other than under this Section except 4 and shall only relieve it from any liability which it may have to such indemnified party under this Section 4 if and to the extent the defense of the claim indemnifying party is prejudiced. In materially prejudiced by such omission. (b) Subject to Section 4.3(c), in case any such action is shall be brought against any indemnified party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party shall have the right be entitled to participate in, in and, to the extent that it may shall wish, jointly with any other indemnifying party similarly notified, to assume and undertake the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party, providedand, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party will shall not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article 4 for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs thereof. (c) Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of investigation, such counsel shall be at the expense of the indemnified party unless (i) the indemnified party employment of such counsel shall have employed counsel been specifically authorized in accordance with writing by the provisions of the preceding sentenceindemnifying party, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory failed to assume the indemnified party to represent the indemnified party within a reasonable time after the notice defense of the commencement of the action such action, or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for named parties to any such action (including any impleaded parties) include both the indemnified party at the expense of and the indemnifying party, and the indemnified party shall have been advised by such counsel that there are conflicts of interest between such indemnified party and the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party). In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred. (d) Whether or not such defense is assumed by the indemnifying party, such indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld or delayed). No indemnifying party shall, without the consent of the indemnified party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation for which such indemnified party would be entitled to indemnification hereunder, or (ii) provides for other than monetary damages.

Procedures. Promptly after receipt If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 6.1 or Section 6.2, the provisions of Section 7.1 or 7.2 indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action involving the subject matter of the foregoing indemnity provisions such indemnified party willor proceeding, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereofof such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 6.1 or Section 6.2 unless, and only to the extent that, such omission results in the defense of forfeiture of, or has a material adverse effect on the claim is prejudicedexercise or prosecution of, substantive rights or defenses by the indemnifying party. In case any such action is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified partyparty (who shall not, provided, however, if counsel for except with the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and consent of the indemnified party, the indemnified party or parties have the right to select separate be counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article VI for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have employed counsel in accordance with mutually agreed to the provisions retention of the preceding sentencesuch counsel, (iib) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have employed counsel been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to represent the an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the does not impose any continuing material obligation or restrictions on any indemnified party at the expense of the indemnifying party.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partyparty .

Procedures. Promptly after receipt A party seeking indemnification under this Section shall provide prompt notice of its claim for indemnification to the indemnifying party; provided, however, that failure to give prompt notice shall not affect the indemnifying party's obligations under this Section unless and to the extent that the failure materially prejudices the defense of the matter. The indemnified party will have the right to Comment [ DCT61]: This is pretty unusual – what issues? select counsel to defend it in respect of any indemnified matter under this Section; provided, however, that the counsel selected must be qualified to defend the indemnified matter in the reasonable judgment of the indemnified party. The indemnifying party shall Comment [ DCT62]: This too is pretty unusual – what issues? reimburse the indemnified party for actual fees and expenses incurred by the indemnified party to defend an indemnified matter, including the reasonable fees and expenses of outside counsel retained by the indemnified party. The indemnified party pursuant will keep the indemnifying party informed of the status of any litigation or dispute resolution procedure, will give reasonable consideration to the provisions of Section 7.1 or 7.2 of notice suggestions and requests of the commencement indemnifying party with respect to the conduct of the litigation or dispute resolution procedure, and will not settle any action involving matter covered by this Section without the prior consent of the indemnifying party, which shall not be unreasonably withheld. Notwithstanding anything in this Section to the contrary, if Rackspace is indemnifying multiple customers related to the subject matter of Comment [ DCT63]: Ah – the foregoing indemnity provisions such indemnified party will, if a claim thereof is to be made against carve-out …. the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereofindemnification, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to seek consolidation of all such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal actions and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in defend the defense of such action on behalf of such indemnified party or parties; provided that there actions. Amounts due under this Section shall be no more than one such separate counselpaid as incurred and may be offset against other amounts due under the Agreement. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party Comment [ DCT64]: Why are these in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.all-caps?

Procedures. Promptly after receipt by 6.4.1 In order for an indemnified party pursuant to the provisions be entitled to any indemnification provided for under this Article VI in respect of, arising out of Section 7.1 or 7.2 of notice of the commencement of involving a claim, action or proceeding made by any action involving the subject matter of the foregoing indemnity provisions person who is not a Party to this Agreement or an Affiliate thereof (a “Third-Party Claim”), such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly must notify the indemnifying party in writing, and in reasonable detail, of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any Third-Party Claim as promptly as reasonably possible after receipt by such indemnified party otherwise under this Section of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the defense indemnifying party is actually prejudiced as a result of the claim is prejudicedsuch untimely notice. In case such action is brought against any The indemnified party shall deliver to the indemnifying party, within five (5) business days after the indemnified party’s receipt thereof, copies of all notices and it notifies documents (including court papers) received by the indemnified party relating to the Third-Party Claim. 6.4.2 If a Third-Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, it may assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party. Should the indemnifying party so elect to assume the defense of the commencement thereofa Third-Party Claim, the indemnifying party shall not be liable to the indemnified party for legal costs and expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnified party assumes such defense, the indemnified party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such thereof and to employ counsel, at its own expense, separate counsel. After notice from counsel employed by the indemnifying party to such indemnified party of its election so to assume the defense thereofparty, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) it being understood that the indemnifying party shall not have employed counsel control such defense and settlement.. The Parties shall cooperate in the defense or prosecution of any Third-Party Claim. Such cooperation shall include the retention and the provision of records and information that are reasonably satisfactory relevant to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partysuch Third-Party Claim.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of under this Section 7.1 or 7.2 7.7 of notice of the threat or commencement of any action involving the subject matter of the foregoing indemnity provisions action, such indemnified party will, if a claim in respect thereof is to be made against the an indemnifying party pursuant to the provisions of under this Section 7.1 or 7.27.7, promptly notify the indemnifying party of the commencement in writing thereof; , but the omission to so notify the indemnifying party will not relieve it from any liability which that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section except 7.7 to the extent the defense it is not prejudiced as a result of the claim is prejudicedsuch failure. In case any such action is brought against any indemnified party and it notifies the such indemnified party seeks or intends to seek indemnity from an indemnifying party of the commencement thereofparty, the indemnifying party shall have the right will be entitled to participate in, and, to the extent that it may wish, jointly with any all other indemnifying party parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party, ; provided, however, if counsel for the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party concludes shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying party, that there may be a single counsel cannot under applicable legal and ethical considerations, represent both conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofof such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said under this Section 7.1 or 7.2 7.7 for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the provisions proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to such indemnifying party, representing all of the preceding sentence, indemnified parties who are parties to such action) or (ii)) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party hasaction, in its sole discretion, authorized each of which cases the employment reasonable fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. In no event shall any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved in writing the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the subject matter of such proceeding.

Procedures. Promptly after receipt (a) In order for a party (the ---------- "indemnified party"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by an any person other than a Parent Party or its Affiliate against the indemnified party pursuant to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (a "Third Party Claim"), ----------------- such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly must notify the indemnifying party in writing (including copies of all papers served or delivered with respect to such claim) of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any Third Party Claim promptly following receipt by such indemnified party otherwise under this Section of written notice of the Third Party Claim, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the indemnified party's request for indemnification hereunder; provided, however, that failure to give such notification shall not affect the -------- ------- indemnification provided hereunder except to the extent the defense indemnifying party shall have been actually prejudiced as a result of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly following the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the commencement thereofindemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not -------- ------- reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate inin the defense thereof and to employ counsel, andat its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party shall have failed to give notice of the Third Party Claim as provided above). If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the extent that it may wish, jointly with any other indemnifying party similarly notifiedof records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense thereofof any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Third Party Claim) if the predominant remedy sought in the Third Party Claim is for an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with counsel its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages. (c) In the event a Third Party Claim is brought in which the liability as between the parties to this Agreement is alleged by the Person bringing such claim to be joint, the parties shall cooperate in the joint defense of such Third Party Claim and shall offer to each other such assistance as may reasonably satisfactory be requested in order to encourage the proper and adequate defense of any such indemnified matter. Such joint defense shall be under the general management and supervision of the party which would reasonably be expected to bear the greater share of the liability, unless otherwise agreed; provided, -------- however, that no party to this Agreement shall settle or compromise any such ------- joint defense without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Any uninsured costs of such joint defense shall be borne as the parties may agree, provided, however, if counsel for that in the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified partyabsence -------- ------- of such agreement, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there costs shall be no more than borne by the party incurring such costs; provided, further, however, that, if it is later determined that one -------- ------- ------- party was entitled to indemnification for such separate counsel. After notice from liability under this Article VII, the indemnifying other party shall reimburse the party entitled to such indemnified party indemnification for all of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently costs incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partysuch defense.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of under this Section 7.1 or 7.2 1.8 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.8, deliver to the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party a written notice of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party thereof and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably mutually satisfactory to such indemnified party, the parties; provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the an indemnified party or (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to select retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to participate actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.8, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.8. No indemnifying party, in the defense of any such action on behalf claim or litigation, shall, except with the consent of such each indemnified party party, consent to entry of any judgment or parties; provided that there shall be no more than one such separate counsel. After notice from enter into any settlement which does not include as an unconditional term thereof the indemnifying party giving by the claimant or plaintiff to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable a release from all liability in respect to such indemnified party pursuant to the provisions of said claim or litigation. The indemnity agreements contained in this Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party 1.8 shall not have employed counsel reasonably satisfactory apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense consent of the indemnifying party.

Procedures. Except as otherwise provided in Article 8, the following provisions shall apply to claims for Damages arising from claims by a third party (each a "Claim"). Promptly after receipt by an indemnified party pursuant any Person entitled to the provisions of Section 7.1 or 7.2 indemnification under this Article 11 of notice of the commencement of any action involving a Claim in respect of which such Person will seek indemnification hereunder, such Person shall notify in writing the subject matter Person(s) from whom indemnification hereunder is sought, which notice shall specify the nature of such Claim, the foregoing indemnity provisions amount of Damages sought in such indemnified party willClaim, if a claim thereof is to be made against the indemnifying party pursuant to known, and the provisions of Section 7.1 this Agreement in respect of which such right of indemnification is claimed or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission arises. Failure to so notify the indemnifying party will shall not relieve it from any liability which that it may have to any indemnified party otherwise under this Section Article 11 except to the extent that the defense of indemnifying party's ability to defend such Claim is materially prejudiced by the claim is prejudicedfailure to give such notice. In case such action is brought against any indemnified party and it notifies If the indemnifying party of acknowledges in writing its obligation to indemnify the commencement thereofindemnified party hereunder against any Damages that may result from a Claim, the indemnifying party shall have the right to participate inabsolute right, andin its sole discretion and expense, to the extent that it may wishelect to defend, jointly contest or otherwise protect against any such Claim with any other indemnifying party similarly notified, to assume the defense thereof, with legal counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for of its own selection so long as the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerationsgives notice of its intention to so defend, represent both the indemnifying party and the indemnified party, contest or otherwise protect against such Claim within five days of its receipt of notice from the indemnified party or parties have the right to select separate counsel to participate in the defense of regarding such action on behalf of such indemnified party or partiesClaim; provided that there nothing herein shall be no more than one such separate counsel. After notice from entitle the indemnifying party to such control the defense or settlement of any Claim to the extent the Claim if successful could materially interfere with the business, operations, assets, conditions or prospects of the indemnified party. The indemnified party shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its election so own choice and shall have the right, but not the obligation, to assume the defense thereofassert any and all cross-claims or counterclaims it may have. The indemnified party shall, and shall cause its Affiliates (and their respective directors, officers, agents and employees), to at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, or otherwise render reasonable assistance to, the indemnifying party will not be liable in its defense of any action for which indemnity is sought under this Article 11. In the event the indemnifying party fails to such indemnified party pursuant to the provisions of said Section 7.1 timely defend, contest or 7.2 for otherwise protect against any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationClaim, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of right, but not the preceding sentenceobligation, (ii) to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same at the indemnifying party's expense. The indemnifying party shall not have employed counsel reasonably satisfactory to may not, without the consent of the indemnified party to represent settle or compromise any Claim if the settlement or compromise imposes equitable remedies or material obligations on the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel other than financial obligations for the which such indemnified party at the expense of the indemnifying partywill be indemnified hereunder.

Procedures. Promptly after receipt by an a party indemnified party pursuant to the provisions of Section 7.1 8.1 or 7.2 Section 8.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 8.1 or 7.2Section 8.2, promptly notify the indemnifying party of the commencement thereof; but provided, however, that the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any an indemnified party otherwise than under this Section 8 and shall not relieve the indemnifying party from liability under this Section 8 except to the extent the defense of the claim that such indemnifying party is prejudicedmaterially prejudiced by such omission. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 8.1 or 7.2 Section 8.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the thereof. No indemnifying party shall not have employed counsel reasonably satisfactory be liable to the an indemnified party to represent the indemnified party within a reasonable time after the notice for any settlement of the commencement of the any action or (iii) claim effected without the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense consent of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such action, claim or litigation.

Procedures. Promptly after receipt (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by an any Person against the indemnified party pursuant to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (a “Third Party Claim”), such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, must promptly notify the indemnifying party (the “indemnifying party”) in writing (and in reasonable detail) of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any Third Party Claim after receipt by such indemnified party otherwise under this Section of notice of the Third Party Claim; provided, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced in the defense of such claim as a result of such failure. Thereafter, the indemnified party shall deliver to the indemnifying party, within five business days’ time after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (exercisable by written notice to Purchaser or the Seller, as applicable, within 60 days of receipt of notice of the Third Party Claim from Purchaser or the Seller, as applicable) with counsel selected by the indemnifying party and reasonably acceptable to the indemnified party. The indemnifying party’s right to assume the defense of a Third Party Claim (other than a Third Party Claim relating to an Excluded Liability in the case of the Seller or an Assumed Liability in the case of Purchaser) shall be subject to the following conditions: (i) the claim involves (and continues to involve) solely monetary damages; (ii) the claim is prejudiced. In case such action is brought against any not, in the reasonable judgment of the indemnified party and it notifies party, likely to result in an aggregate liability that will exceed the then remaining amount of the Maximum; (iii) the indemnifying party of expressly agrees in writing with the commencement thereofindemnified party that, as between the two, the indemnifying party is solely obligated to satisfy and discharge the claim, subject to the Basket and the Maximum, to the extent applicable, and (iv) the claim does not relate to or arise in connection with any criminal or quasi-criminal allegation, proceeding, action, indictment or investigation. If the indemnifying party does not assume control of the defense of such claim within the period of time required or, after assuming such control, the indemnifying party fails to diligently defend against such claim in good faith (it being understood that settlement of such claim does not constitute such a failure to defend), the indemnified party shall have the right to defend and settle such claim. Should the indemnifying party so elect to assume the defense of and continue to be entitled to defend such Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense and continue to be entitled to defend such Third Party Claim, the indemnified party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume in the defense thereofthereof and to employ counsel, with at its own expense, separate from the counsel reasonably satisfactory to such indemnified employed by the indemnifying party, provided, however, if counsel for it being understood that the indemnifying party concludes that a single shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel cannot under applicable legal and ethical considerations, represent both employed by the indemnified party for any period during which the indemnifying party and has not assumed the indemnified party, the indemnified party defense thereof or parties have lost the right to select separate counsel to participate in the continue such defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof hereunder (other than reasonable costs of investigation, unless (i) during any period in which the indemnified party shall have employed counsel in accordance with the provisions failed to give notice of the preceding sentence, Third Party Claim as provided above). Each party shall cooperate in the defense of a Third Party Claim. Such cooperation shall include the retention and (iiupon the indemnifying party’s request) the provision to the indemnifying party shall of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not have employed counsel reasonably satisfactory to the indemnifying party assumes the defense of a Third Party Claim, the indemnified party to represent shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld or delayed). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party within shall agree to any settlement, compromise or discharge of a reasonable time after the notice of the commencement of the action or (iii) Third Party Claim that the indemnifying party hasmay recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, in its sole discretion, authorized the employment of counsel for which releases the indemnified party at completely in connection with such Third Party Claim and that would not otherwise materially adversely affect the expense of the indemnifying indemnified party.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of under ---------- this Section 7.1 or 7.2 6 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party a written notice of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party thereof and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably mutually satisfactory to such indemnified party, the parties; provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the an indemnified party or (together with all other indemnified parties which may be represented without conflict by one counsel reasonably acceptable to the Company) shall have the right to select retain one separate counsel (plus appropriate local counsel), with the fees and expenses to participate in be paid by the defense of such action on behalf indemnifying party, if representation of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial in any material respect to its election ability to defend such action, shall to the extent prejudicial relieve such indemnifying party of any liability to the indemnified party under this Section 6, but the omission so to assume the defense thereof, deliver written notice to the indemnifying party will not be liable relieve it of any liability that it may have to such any indemnified party pursuant to the provisions of said otherwise than under this Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying party6.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of under this Section 7.1 or 7.2 8(g) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8(g), deliver to the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party a written notice of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party thereof and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably mutually satisfactory to such indemnified party, the parties; provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the an indemnified party or (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to select retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to participate actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 8(g), but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 8(g). No indemnifying party, in the defense of any such action on behalf claim or litigation, shall, except with the consent of such each indemnified party party, consent to entry of any judgment or parties; provided that there shall be no more than one such separate counsel. After notice from enter into any settlement which does not include as an unconditional term thereof the indemnifying party giving by the claimant or plaintiff to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable a release from all liability in respect to such indemnified party pursuant to the provisions of said claim or litigation. The indemnity agreements contained in this Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i8(g) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense consent of the indemnifying party, such consent not to be unreasonably withheld.

Procedures. Promptly after receipt If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to the provisions of Section 7.1 8.1 or 7.2 Section 8.3, such indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action involving the subject matter of the foregoing indemnity provisions or proceeding, notify such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereofof such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; but provided, that subject to Section 8.4(c), the omission to so notify the such indemnifying party will not relieve it such indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 8.1 or Section 8.3 unless, and only to the extent that, such omission results in the defense of forfeiture of, or has a material adverse effect on the claim is prejudicedexercise or prosecution of, substantive rights or defenses by such indemnifying party. In case any such action is brought against any an indemnified party and it notifies the such indemnifying party of the commencement thereof, the such indemnifying party shall have the right will be entitled, at such indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified partyparty (who shall not, provided, however, if counsel for except with the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and consent of the indemnified party, the indemnified party or parties have the right to select separate be counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article VIII for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, unless (i) the an indemnified party shall have employed the right to retain its own counsel, but the reasonable fees and expenses of such counsel in accordance with shall be at the provisions expense of the preceding sentence, such indemnified party unless (iia) the indemnifying party and such indemnified party shall have mutually agreed to the retention of such counsel, (b) such indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both such indemnifying party and such indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to such indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, such indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have employed counsel been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to represent the an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the does not impose any continuing material obligation or restrictions on any indemnified party at the expense of the indemnifying party.

Procedures. Promptly after receipt If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to the provisions of Section 7.1 or 7.2 Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action involving the subject matter of the foregoing indemnity provisions such indemnified party willor proceeding, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereofof such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 7.1 or Section 7.2 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such omission. In case the event that any such action is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereofthereof in accordance with this Section 7.3, the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, providedand, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article VII for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than as provided below. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable costs fees and expenses of investigation, such counsel shall be at the expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have employed counsel in accordance with mutually agreed to the provisions retention of the preceding sentencesuch counsel, (iib) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have employed counsel been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to represent the an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) does not impose any continuing material obligation or restrictions on any indemnified party. The indemnified and indemnifying parties shall cooperate in the defense or prosecution of any such claim, demand, action or proceeding with such cooperation to include (A) the retention of and the provision to the indemnifying party hasof records and information that are reasonably relevant to such claim, in its sole discretiondemand, authorized action or proceeding and (B) the employment making available of counsel employees on a mutually convenient basis for the indemnified party at the expense providing additional information and explanation of the indemnifying partyany material provided hereunder.

Procedures. Promptly after receipt (a) In order for a party (the "indemnified party"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by an any person other than a Parent Party or its Affiliate against the indemnified party pursuant to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (a "Third Party Claim"), such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly must notify the indemnifying party in writing (including copies of all papers served or delivered with respect to such claim) of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any Third Party Claim promptly following receipt by such indemnified party otherwise under this Section of written notice of the Third Party Claim, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the indemnified party's request for indemnification hereunder; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the defense indemnifying party shall have been actually prejudiced as a result of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly following the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the commencement thereofindemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, -------- however, that such counsel is not reasonably objected to by the indemnified ------- party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate inin the defense thereof and to employ counsel, andat its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party shall have failed to give notice of the Third Party Claim as provided above). If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the extent that it may wish, jointly with any other indemnifying party similarly notifiedof records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense thereofof any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Third Party Claim) if the predominant remedy sought in the Third Party Claim is for an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with counsel its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages. (c) In the event a Third Party Claim is brought in which the liability as between the parties to this Agreement is alleged by the Person bringing such claim to be joint, the parties shall cooperate in the joint defense of such Third Party Claim and shall offer to each other such assistance as may reasonably satisfactory be requested in order to encourage the proper and adequate defense of any such indemnified matter. Such joint defense shall be under the general management and supervision of the party which would reasonably be expected to bear the greater share of the liability, unless otherwise agreed; provided, -------- however, that no party to this Agreement shall settle or compromise any such ------- joint defense without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Any uninsured costs of such joint defense shall be borne as the parties may agree, provided, however, if counsel for that in the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified partyabsence -------- ------- of such agreement, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there costs shall be no more than borne by the party incurring such costs; provided, -------- further, however, that, if it is later determined that one party was entitled to ------- indemnification for such separate counsel. After notice from liability under this Article VI, the indemnifying other party shall reimburse the party entitled to such indemnified party indemnification for all of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently costs incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partysuch defense.

Procedures. Promptly after receipt by an a party indemnified party pursuant to the provisions of Section SECTION 7.1 or SECTION 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section SECTION 7.1 or SECTION 7.2, promptly notify the indemnifying party of the commencement thereof; but PROVIDED the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any an indemnified party otherwise than under this Section ARTICLE 7, and shall not relieve the indemnifying party from liability under this ARTICLE 7, except to the extent the defense of the claim that such indemnifying party is prejudicedmaterially prejudiced by such omission. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section SECTION 7.1 or SECTION 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the thereof. No indemnifying party shall not have employed counsel reasonably satisfactory be liable to the an indemnified party to represent the indemnified party within a reasonable time after the notice for any settlement of the commencement of the any action or (iii) claim without the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense consent of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such action, claim or litigation.

Procedures. Promptly after receipt If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 7.1, the provisions of Section 7.1 or 7.2 indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action involving the subject matter of the foregoing indemnity provisions such indemnified party willor proceeding, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereofof such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 7.1 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such omission. In case the event that any such action is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereofthereof in accordance with this Section 7.2, the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified partyparty (who shall not, provided, however, if counsel for except with the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and consent of the indemnified party, the indemnified party or parties have the right to select separate be counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article VII for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have employed counsel in accordance with mutually agreed to the provisions retention of the preceding sentencesuch counsel, (iib) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have employed counsel been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to represent the an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the does not impose any continuing material obligation or restrictions on any indemnified party at the expense of the indemnifying party.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of under this Section 7.1 or 7.2 8(e) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnified party under this Section 8(e), deliver to the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party a written notice of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party thereof and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably mutually satisfactory to such indemnified party, the parties; provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the an indemnified party or (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to select retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to participate actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 8(e), but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 8(e). No indemnifying party, in the defense of any such action on behalf claim or litigation, shall, except with the consent of such each indemnified party party, consent to entry of any judgment or parties; provided that there shall be no more than one such separate counsel. After notice from enter into any settlement which does not include as an unconditional term thereof the indemnifying party giving by the claimant or plaintiff to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable a release from all liability in respect to such indemnified party pursuant to the provisions of said claim or litigation. The indemnity agreements contained in this Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i8(e) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense consent of the indemnifying party, such consent not to be unreasonably withheld.

Procedures. Promptly after receipt (a) In order for a party (the "indemnified party"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by an any person against the indemnified party pursuant to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (a "Third Party Claim"), such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly must notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any Third Party Claim promptly following receipt by such indemnified party otherwise under this Section of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the defense indemnifying party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the claim is prejudiced. In case such action is brought against any indemnified party shall deliver to the indemnifying party, promptly following the indemnified party's receipt thereof, copies of all notices and it notifies documents (including court papers) received by the indemnified party relating to the Third Party Claim and not also addressed to the indemnifying party. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of the commencement thereofa Third Party claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate inin the defense thereof and to employ counsel, andat its own expense, to separate from the extent counsel employed by the indemnifying party, it being understood that it may wish, jointly with any other the indemnifying party similarly notified, to assume shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for . If the indemnifying party concludes that chooses to defend or prosecute a single counsel cannot under applicable legal Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and ethical considerations, represent both (upon the indemnifying party's request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnified partyindemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or parties have settle, compromise or discharge, such Third Party Claim without the right to select separate counsel to participate in indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of such action on behalf of such a Third Party Claim, the indemnified party shall agree to any settlement, compromise or parties; provided discharge of a Third Party Claim that there shall be no more than one such separate counsel. After notice from the indemnifying party may recommend and that by its terms obligates the indemnifying party to such indemnified party pay the full amount of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party liability in connection with the defense thereof other than reasonable costs of investigationsuch Third Party Claim, unless (i) which releases the indemnified party shall have employed counsel completely in accordance connection with such Third Party Claim and that would not otherwise adversely affect the provisions of indemnified party. Notwithstanding the preceding sentenceforegoing, (ii) the indemnifying party shall not have employed be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel reasonably satisfactory to incurred by the indemnified party to represent in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party within a reasonable time that the indemnified party reasonably determines, after the notice conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the commencement of the action or (iii) Third Party Claim can be so separated from that for money damages, the indemnifying party has, in its sole discretion, authorized shall be entitled to assume the employment of counsel for the indemnified party at the expense defense of the indemnifying partyportion relating to money damages.

Procedures. Promptly after receipt If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to the provisions of Section 7.1 or 7.2 Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action involving the subject matter of the foregoing indemnity provisions such indemnified party willor proceeding, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereofof such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 7.1 or Section 7.2 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such omission. In case the event that any such action is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereofthereof in accordance with this Section 7.3, the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified partyparty (who shall not, provided, however, if counsel for except with the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and consent of the indemnified party, the indemnified party or parties have the right to select separate be counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article 36 VII for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have employed counsel in accordance with mutually agreed to the provisions retention of the preceding sentencesuch counsel, (iib) the indemnifying party shall not have employed has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to represent actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party hasparty, in its sole discretion, authorized which case the employment reasonable fees and expenses of such counsel for the indemnified party shall be at the expense of the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (such consent not to be unreasonably withheld), effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and (iii) does not impose any obligation or restrictions on any indemnified party.

Procedures. Promptly after receipt by If any Third Party Claim shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 10.1 or Section 10.2, the provisions of Section 7.1 or 7.2 indemnified party shall, promptly after receipt of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party willThird Party Claim, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served, if any; but provided that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 10.1 or Section 10.2 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such omission. In case such action the event that any Third Party Claim is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereofthereof in accordance with this Section 10.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate therein. In any such Third Party Claim, an indemnified party shall have the right to participate inretain its own counsel, and, but the reasonable fees and expenses of such counsel shall be at the sole cost and expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the extent that it may wishretention of such counsel, jointly with any other (b) the indemnifying party similarly notified, has failed within a reasonable time to assume the defense thereof, with retain counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for party or (c) the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party, party and representation of both parties by the indemnified party same counsel would be inappropriate due to actual or parties have potential conflicts of interests between them based on the right to select separate advice of counsel to participate the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any Third Party Claim or related proceedings in the defense same jurisdiction, be liable for the reasonable fees and expenses of such action on behalf of such indemnified party or parties; provided that there shall be no more than one separate law firm (in addition to local counsel where necessary) for all such separate counselindemnified parties. After notice from the The indemnifying party to shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such indemnified party of its election so to assume consent or if there be a final judgment for the defense thereofplaintiff, the indemnifying party will not be liable agrees to such indemnify the indemnified party pursuant to from and against any indemnifiable Loss by reason of such settlement or judgment. No indemnifying party shall, without the provisions prior written consent of said Section 7.1 the indemnified party, effect any settlement, compromise or 7.2 for discharge of any legal pending or other expense subsequently incurred threatened Third Party Claim in respect of which any indemnified party is or would have been a party and indemnity would have been sought hereunder by such indemnified party in connection with the defense thereof other than reasonable costs of investigationparty, unless such settlement, compromise or discharge, as the case may be, (i) the includes an unconditional written release of such indemnified party shall have employed counsel party, in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel form and substance reasonably satisfactory to the indemnified party party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to represent the an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the does not impose any continuing material obligation or restrictions on such indemnified party at the expense of the indemnifying party.

Procedures. Promptly after receipt The indemnification contained in this Section 7.1 shall be implemented as follows: (i) Such indemnity shall extend to any actual loss, cost, expense, liability, fines, obligation or damage (“Loss”) incurred or suffered by the indemnified party, including reasonable fees and expenses of attorneys, technical experts and expert witnesses reasonably incident to the Adverse Consequences indemnified against. (ii) The amount of each payment claimed by an indemnified party pursuant to be owing and the basis for such claim, together with a list identifying to the provisions extent reasonably possible each separate item of Loss for which payment is so claimed, shall be set forth by such party in a statement delivered to the indemnifying party (the “Claim Notice”). The amount claimed (the “Claim Amount”) shall be paid by such indemnifying party as and to, and only to the extent required herein within 30 days after receipt of such statement or after the amount of such payment has been finally established, whichever last occurs (the “Indemnity Payment Date”). (iii) Promptly after notification to an indemnified party with respect to any claim or legal action or other matter that may result in a Loss for which indemnification may be sought under this Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions 7.1, such indemnified party willshall give written notice of such claim, if a claim thereof is legal action or other matter to be made against the indemnifying party pursuant to and, at the provisions request of Section 7.1 or 7.2such indemnifying party, promptly notify shall furnish the indemnifying party or its counsel with copies of all pleadings and other information with respect to such claim, legal action or other matter and shall, at the commencement thereof; but the omission to so notify election of the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense made within 60 days after receipt of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from notice, permit the indemnifying party to assume control of such indemnified party of its election so to assume the defense thereofclaim, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal action or other expense subsequently incurred by such indemnified party in connection matter with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party (to represent the indemnified party within a reasonable time after the notice of the commencement of the extent only that such claim, legal action or (iii) other matter relates to a Loss for which the indemnifying party hasis liable), in its sole discretionincluding the determination of all appropriate actions, authorized the employment negotiation of counsel for settlements on behalf of the indemnified party at party, and the expense conduct of litigation, through attorneys of the indemnifying party’s choice; provided, however, that no such settlement can result in any liability or cost to the indemnified party without its consent. In the event of such an election by the indemnifying party to assume control, (A) any expense incurred by the indemnified party thereafter for investigation or defense of the matter shall be borne by the indemnified party, and (B) the indemnified party shall give all reasonable information and assistance, other than pecuniary, that the indemnifying party shall deem necessary to the proper defense of such claim, legal action, or other matter. In the absence of such an election, the indemnified party will use its reasonable efforts to defend, at the indemnifying party’s expense, any claim, legal action or other matter to which such other party’s indemnification under this Section 7.1 applies until the indemnifying party assumes such defense, and, if the indemnifying party fails to assume such defense within the time period provided above, settle the same in the indemnified party’s reasonable discretion at the indemnifying party’s expense.

Procedures. Promptly after receipt (a) In order for a party (the "indemnified party"), to be entitled to ----------------- any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by an any person against the indemnified party pursuant to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (a "Third Party Claim"), such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly must notify the indemnifying party ----------------- in writing of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any Third Party Claim promptly following receipt by such indemnified party otherwise under this Section of written notice of the Third Party Claim; provided, however, ----------------- that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the defense indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the claim is prejudiced. In case such action is brought against any indemnified party shall deliver to the indemnifying party, promptly following the indemnified party's receipt thereof, copies of all notices and it notifies documents (including court papers) received by the indemnified party relating to the Third Party Claim and not also addressed to the indemnifying party. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably ----------------- objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of the commencement thereofa Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate inin the defense thereof and to employ counsel, andat its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the extent that it may wish, jointly with any other indemnifying party similarly notifiedof records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel of any Third Party Claim (and shall be liable for the indemnifying party concludes that a single fees and expenses of counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, incurred by the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or parties have other equitable relief or relief for other than money damages against the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party reasonably determines, after conferring with its outside counsel, would reasonably be expected to have a material adverse effect on the assets, business, financial condition of its election so to assume results of operations of the defense thereofindemnified party and cannot be separated from any related claim for money damages; provided, -------- however, that the indemnifying party will not be liable to bound by any determination in ------- such Third Party Claim so defended by the indemnified party pursuant to the provisions of said Section 7.1 party, or 7.2 for any legal compromise or settlement effected without its consent. If such equitable relief or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions relief portion of the preceding sentenceThird Party Claim can be so separated from that for money damages, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory be entitled to assume the indemnified party to represent the indemnified party within a reasonable time after the notice defense of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partyportion relating to money damages.

Procedures. Promptly after receipt by an a party indemnified party pursuant to the provisions of Section 7.1 5.1 or 7.2 Section 5.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 5.1 or 7.2Section 5.2, promptly notify the indemnifying party of the commencement thereof; but provided the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any an indemnified party otherwise than under this Section Article 7, and shall not relieve the indemnifying party from liability under this Article 7, except to the extent the defense of the claim that such indemnifying party is prejudicedmaterially prejudiced by such omission. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 5.1 or 7.2 Section 5.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the thereof. No indemnifying party shall not have employed counsel reasonably satisfactory be liable to the an indemnified party to represent the indemnified party within a reasonable time after the notice for any settlement of the commencement of the any action or (iii) claim without the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense consent of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such action, claim or litigation.

Procedures. Promptly after receipt (a) In order for a party (the "indemnified party"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by an any person against the indemnified party pursuant to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (a "Third Party Claim"), such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly must notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any Third Party Claim promptly following receipt by such indemnified party otherwise under this Section of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the defense indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the claim is prejudiced. In case such action is brought against any indemnified party shall deliver to the indemnifying party, promptly following the indemnified party's receipt thereof, copies of all notices and it notifies documents (including court papers) received by the indemnified party relating to the Third Party Claim and not also addressed to the indemnifying party. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of the commencement thereofa Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate inin the defense thereof and to employ counsel, andat its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the extent that it may wish, jointly with any other indemnifying party similarly notifiedof records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense thereofof any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with counsel its outside counsel, would reasonably satisfactory be expected to such have a material adverse effect on the assets, business, financial condition of results of operations of the indemnified party, party and cannot be separated from any related claim for money damages; provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to bound by any determination in such Third Party Claim so defended by the indemnified party pursuant to the provisions of said Section 7.1 party, or 7.2 for any legal compromise or settlement effected without its consent. If such equitable relief or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions relief portion of the preceding sentenceThird Party Claim can be so separated from that for money damages, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory be entitled to assume the indemnified party to represent the indemnified party within a reasonable time after the notice defense of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partyportion relating to money damages.

Procedures. Promptly after receipt (a) In order for a person (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by an any person against the indemnified party pursuant to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (a "Third Party Claim"), such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly must notify the indemnifying party in writing (and in reasonable detail) of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any Third Party Claim promptly following receipt by such indemnified party otherwise under this Section of written notice of the Third Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the defense indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the claim is prejudiced. In case such action is brought against any indemnified party shall deliver to the indemnifying party, promptly following the indemnified party's receipt thereof, copies of all notices and it notifies documents (including court papers) received by the indemnified party relating to the Third Party Claim other than those notices and documents separately addressed to the indemnifying party. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party. Should the indemnifying party so elect to assume the defense of the commencement thereofa Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense and the resolution thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate inin the defense thereof and to employ counsel, andat its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense and the resolution thereof. The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party shall have failed to give notice of the Third Party Claim as provided above) and during any such period (not to exceed four weeks), the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge a Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's reasonable request) the timely provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the indemnifying party assumes the defense of a Third Party Claim, no settlement or compromise thereof may be effected by the indemnifying party without the indemnified party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, that releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing two paragraphs, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks (i) monetary damages in excess of the maximum amount set forth in Section 8.01(b)(iii) or 8.01(e)(iii), as the case may be, or (ii) an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages; PROVIDED, HOWEVER, that, in such case, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages. (c) In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. The failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 8.01, except to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes demonstrates that it has been actually prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 30 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01, such claim specified by the indemnified party in such notice shall be conclusively deemed a single counsel cannot liability of the indemnifying party under applicable legal Section 8.01 and ethical considerationsthe indemnifying party shall pay the amount of such liability to the indemnified party on demand or, represent both in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (d) For purposes of this Section 8.04 (except with respect to Section 8.01(e)) and except with respect to the payment obligations of the Preferred Sellers, Sylvan shall be considered the indemnifying party; PROVIDED, HOWEVER, that in the indemnified party or parties have the right event Sylvan fails to select separate counsel notify Purchaser (within 15 days after Sylvan's receipt of notice of a Third Party Claim pursuant to participate in Section 8.04(a) above) that either (i) Sylvan is assuming the defense of such action on behalf of such Third Party Claim or (ii) Sylvan disputes the indemnified party or parties; provided that there party's right to indemnity hereunder, GE Cap-Eq and Pyramid, collectively, shall be no more than one such separate counsel. After notice from considered the indemnifying party to such indemnified party and the exercise of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions any rights of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory require the mutual agreement of GE Cap-Eq and Pyramid; PROVIDED FURTHER that in all events the notice and delivery required to be made by the indemnified party to represent the indemnifying party pursuant to Section 8.04(a) shall be provided by the indemnified party within a reasonable time after the notice to each of the commencement Preferred Sellers; PROVIDED FURTHER that in the event of a Specific Preferred Seller Obligation, the action or (iii) applicable Preferred Seller shall be considered the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partyhereunder.

Procedures. Promptly after receipt by If any Third Party Claim shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 9.1 or Section 9.2, the provisions of Section 7.1 or 7.2 indemnified party shall, promptly after receipt of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party willThird Party Claim, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 9.1 or Section 9.2 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such omission. In case such action the event that any Third Party Claim is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereofthereof in accordance with this Section 9.3, the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified partyparty (who shall not, provided, however, if counsel for except with the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and consent of the indemnified party, the indemnified party or parties have the right to select separate be counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not not, subject to the immediately succeeding sentence, be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article IX for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such Third Party Claim, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the sole cost and expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have employed counsel in accordance with mutually agreed to the provisions retention of the preceding sentencesuch counsel, (iib) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any Third Party Claim or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any pending or threatened Third Party Claim in respect of which any indemnified party is or could have employed counsel been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to represent the an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) does not impose any continuing material obligation or restrictions on such indemnified party. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense Securities and Exchange Commission pursuant to Rule 24b-2 of the indemnifying partySecurities Exchange Act of 1934, as amended.

Procedures. Promptly after receipt by an indemnified If a third party pursuant to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party will, if asserts a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to ---------- any indemnified party otherwise for which indemnification would be available under this Section 7.01 (a "Claim"), the indemnified party shall promptly give notice of such Claim, describing such claim with reasonable specificity, to the indemnifying party; provided, that the failure to give such notice shall not affect the right -------- of the indemnified party to indemnification under Section 7.01 except to the extent that such failure materially prejudices the defense ability of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies the indemnifying party of to defend such Claim. The indemnifying party may employ counsel reasonably satisfactory to the commencement thereof, indemnified party; provided that in the event -------- that the indemnified party reasonably determines in good faith that its interest with respect to such Claim cannot appropriately be represented by the indemnifying party, such indemnified party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume in the defense thereof, of such Claim and to have its expenses reimbursed promptly with counsel reasonably satisfactory respect to such Claim. In addition, in the event that such indemnifying party, within a reasonable time after notice of any such Claim, fails to defend any indemnified party, provided, however, if counsel such indemnified party will (upon further notice to such indemnifying party) have the right to undertake the defense of such Claim for the account of such indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerationsto have its expenses reimbursed promptly with respect to such Claim. Regardless of which party is controlling the defense of any Claim, represent (i) both the indemnifying party and the indemnified party, party shall act in good faith and (ii) no settlement of any such Claim may be agreed to by the indemnified controlling party or parties have without the right to select separate counsel to participate in the defense written consent of such action on behalf of such indemnified party or parties; provided that there (which consent shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable unreasonably withheld). The controlling party shall deliver, or cause to such indemnified party pursuant be delivered, to the provisions other party copies of said Section 7.1 or 7.2 for any legal all correspondence, pleadings, motions, briefs, appeals or other expense subsequently incurred by such indemnified party written statements relating to or submitted in connection with the defense thereof of any such Claim and timely notices of, and the right to participate in (as observer), any hearing or other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory court proceeding relating to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partysuch Claim.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of Section 7.1 or 7.2 hereunder of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions action, such indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2hereunder, promptly notify the indemnifying party of the commencement in writing thereof; , but the omission so to so notify the indemnifying party will shall not relieve it from any liability which it may have to any such indemnified party otherwise other than under this Section except 9 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9 if and to the extent the defense of the claim indemnifying party is prejudicedprejudiced by such omission. In case any such action is shall be brought against any indemnified party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party shall have the right be entitled to participate in, in and, to the extent that it may shall wish, jointly with any other indemnifying party similarly notified, to assume and undertake the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party, providedand, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party will shall not be liable to such indemnified party pursuant to the provisions of said under this Section 7.1 or 7.2 9 for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationinvestigation and of liaison with counsel so selected, unless (i) provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party shall not have employed counsel reasonably satisfactory to or if the interests of the indemnified party reasonably may be deemed to represent conflict with the interests of the indemnifying party, the indemnified party within shall have the right to select a reasonable time after separate counsel and to assume such legal defenses and otherwise to participate in the notice defense of such action, with the commencement expenses and fees of the action or (iii) such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party hasas incurred. An indemnifying party who is not entitled to, in its sole discretionor elects not to, authorized assume the employment defense of a claim will not be obligated to pay the fees and expenses of more than one law firm per jurisdiction as counsel for the indemnified party at party. The indemnity agreement contained in this Section 9 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the expense consent of the indemnifying party.

Procedures. Promptly after receipt If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to the provisions of Section 7.1 or 7.2 Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action involving the subject matter of the foregoing indemnity provisions such indemnified party willor proceeding, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereofof such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 7.1 or Section 7.2 unless, and only to the extent that, such omission results in the defense of forfeiture of, or has a material adverse effect on the claim is prejudicedexercise or prosecution of, substantive rights or defenses by the indemnifying party. In case any such action is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified partyparty (who shall not, provided, however, if counsel for except with the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and consent of the indemnified party, the indemnified party or parties have the right to select separate be counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article VII for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have employed counsel in accordance with mutually agreed to the provisions retention of the preceding sentencesuch counsel, (iib) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have employed counsel been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to represent the an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the does not impose any continuing material obligation or restrictions on any indemnified party at the expense of the indemnifying party.

Procedures. Promptly after receipt In no case shall an indemnifying party be liable for Losses or Related Expenses unless it shall be notified by an the indemnified party, by letter or facsimile confirmed by letter, of the written assertion of a claim by the indemnified party pursuant or of any third party action commenced against the indemnified party promptly after the indemnified party shall have shall have been served with the summons or other first legal process giving information as to the provisions of Section 7.1 or 7.2 of notice nature and basis of the commencement of any action involving the subject matter of the foregoing third party action; provided, that no delay in notifying an indemnifying party shall excuse such indemnifying party from its obligations hereunder unless such delay has materially and adversely affected such indemnifying party's legal rights with respect to which indemnity provisions is sought. Any such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such action on behalf counsel shall be the expenses of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified indemnifying party shall have employed counsel in accordance with the provisions of the preceding sentence, has agreed to pay such fees and expenses or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory failed to promptly assume the indemnified party to represent the indemnified party within a reasonable time after the notice defense of the commencement of the action such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party has, in its sole discretion, authorized and that the employment assertion of such defenses would create a conflict of interest such that counsel for employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). The indemnifying party shall not be liable for any settlement of any such action or proceeding effected without its written consent.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of Section 7.1 If any Buyer Indemnitee or 7.2 of notice of the commencement Seller Indemnitee becomes aware of any action involving the subject matter claim or demand potentially giving rise to a right of the foregoing indemnity provisions indemnification under Section 10.2 or 10.3 above with respect to any third party claim, such indemnified party will, if a claim thereof is person shall give written notice to be made against the indemnifying party pursuant thereof within a reasonable time after learning of such claim or demand. The indemnifying party shall have 30 days from the date of its receipt of such notice to notify the provisions of Section 7.1 or 7.2, promptly notify indemnified party whether the indemnifying party desires, at its sole cost and expense, to undertake the defense, compromise or settlement of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any such claim. The indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate inin such defense, and, compromise and settlement through counsel of its choosing and at its own expense and shall have the right to approve any compromise or settlement involving any action other than solely the extent payment of money damages or that it may wish, jointly with any other indemnifying party similarly notified, to assume might otherwise have an adverse impact on the defense thereof, with counsel reasonably satisfactory to such business or properties of the indemnified party, provided, however, if counsel for . If the indemnifying party concludes that a single counsel candoes not under applicable legal and ethical considerationselect to undertake the defense, represent both the indemnifying party and compromise or settlement of such claim, the indemnified party, without waiving any rights against the indemnified party 113 indemnifying party, may defend, compromise or parties have the right to select separate counsel to participate settle such claim in the defense of such action on behalf of such indemnified party or parties; provided that there its reasonable discretion and shall be no more than one such separate counsel. After notice entitled to recover from the indemnifying party the amount of any judgment or settlement together with any and all other indemnifiable costs, expenses and liabilities relating thereto. The failure by any indemnified party to such indemnified promptly deliver the notice required by this Section 10.6 shall not relieve the indemnifying party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant obligations hereunder except to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by extent such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of failure materially and adversely prejudices the indemnifying party's ability to defend, compromise or settle such claim. All amounts received by any indemnified party under this 10.6 shall be net of any amounts received by such party under any policy of insurance relating thereto.

Procedures. Promptly after receipt If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to the provisions of Section 7.1 or 7.2 Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action involving the subject matter of the foregoing indemnity provisions such indemnified party willor proceeding, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereofof such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; but provided, that the omission failure to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 7.1 or Section 7.2 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such failure. In case the event that any such action is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereofthereof in accordance with this Section 7.3, the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to join in or assume (at the indemnified party’s sole discretion) the defense thereof, with counsel selected by such indemnifying party. If assumed, counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After selected, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article VII for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than thereof. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable costs fees and expenses of investigation, such counsel shall be at the expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have employed counsel in accordance with mutually agreed to the provisions retention of the preceding sentencesuch counsel, (iib) the indemnifying party has 38 assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm at the same time (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its prior written consent, but, if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have employed counsel been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to represent the an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the does not impose any continuing material obligation or restrictions on any indemnified party at the expense of the indemnifying party.

Procedures. Promptly after receipt by an indemnified party pursuant A Party (the "Indemnitee") that intends to claim indemnification under this Article 11 shall promptly notify the other Party (the "Indemnitor") in writing of any claim, complaint, suit, proceeding or cause of action in respect of which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a "Claim"), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification under this Article 11 shall not apply to amounts paid with respect to settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent will not be unreasonably withheld or delayed. The failure to deliver written notice to the provisions Indemnitor within a reasonable period of Section 7.1 or 7.2 of notice of time after the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party willclaim, suit or proceeding, if a claim thereof is prejudicial to be made against the indemnifying party pursuant its ability to defend such action, shall relieve such Indemnitor of any liability to the provisions of Section 7.1 or 7.2Indemnitee under this Article 11, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify deliver written notice to the indemnifying party will Indemnitor shall not relieve it from the Indemnitor of any other liability to the Indemnitee not covered under this Article 11. Without limiting the foregoing, the Indemnitee shall keep the Indemnitor fully informed of the progress of any Claim for which it may have intends to any indemnified party otherwise claim indemnification under this Section except to the extent the defense of the Article 11. It is understood that only SuperGen may claim is prejudiced. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot indemnity under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party this Article 11 (on its own behalf or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party an SuperGen Indemnitee), and other SuperGen Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only EuroGen may claim indemnity under this Article 11 (on its own behalf or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party on behalf of its election so to assume the defense thereofa EuroGen Indemnitee), the indemnifying party will and other EuroGen Indemnitees may not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partydirectly claim indemnity hereunder.

Procedures. Promptly after receipt by an In the event that any third party claim or demand shall ---------- be asserted against any indemnified party pursuant to in respect of any Losses, the provisions of Section 7.1 or 7.2 indemnified party shall promptly, and in any event within 30 days after the receipt of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party willclaim or demand which may give rise to a claim under this Article XI, if a claim in respect thereof is to be made against the ---------- indemnifying party pursuant hereunder, cause written notice thereof to be given to the provisions of Section 7.1 or 7.2indemnifying party; provided, promptly notify the indemnifying party of the commencement thereof; but the omission however, that failure to so notify the -------- ------- indemnifying party will shall not relieve it the indemnifying party from any liability which obligations it may have to any the indemnified party otherwise under this Section hereunder, except to the extent the defense of the claim that it is prejudicedprejudiced by such failure. In case such action the event any claim or demand for indemnification is brought against any indemnified party and it notifies the indemnifying party of the commencement thereofmade under this Article XI, the indemnifying party shall have the right be entitled to ---------- meaningfully participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from upon delivery by the indemnifying party to such the indemnified party of its election so to assume the defense thereofwritten notice, the indemnifying party will may assume and control the defense thereof with counsel of its choice, and thereafter the indemnifying party shall not be liable to such the indemnified party pursuant to the provisions of said Section 7.1 or 7.2 hereunder for any legal or fees of other expense counsel subsequently incurred accrued by such the indemnified party in connection with the defense thereof thereof. In the event that any claim or demand is made under this Article XI, the indemnifying party and the ---------- indemnified party shall cooperate fully with each other than reasonable costs in connection with the defense, negotiation or settlement of investigationany such claim or demand. If the indemnifying party assumes the defense of an action, unless (ia) the indemnified party shall have employed counsel in accordance with be entitled to participate therein at its sole cost and expense; and (b) no settlement or compromise thereof may be effected by the provisions indemnified party without the consent of the preceding sentence, (ii) indemnifying party. If the indemnifying party shall does not have employed counsel reasonably satisfactory to assume the indemnified party to represent the indemnified party within a reasonable time after the notice defense of the commencement of the action an action, no compromise or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party settlement thereof may be effected at the expense of the indemnifying party without the consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed.

Procedures. Promptly after receipt If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to the provisions of Section 7.1 or 7.2 Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action involving the subject matter of the foregoing indemnity provisions such indemnified party willor proceeding, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereofof such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 7.1 or Section 7.2 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such omission. In case the event that any such action is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereofthereof in accordance with this Section 7.4, the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified partyparty (who shall not, provided, however, if counsel for except with the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and consent of the indemnified party, the indemnified party or parties have the right to select separate be counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article VII for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have employed counsel in accordance with mutually agreed to the provisions retention of the preceding sentencesuch counsel, (iib) the indemnifying party shall not have employed has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to represent a conflict of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees, subject to the limitations set forth herein, to indemnify the indemnified party within a reasonable time after the notice from and against any Loss by reason of the commencement of the action such settlement or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partyjudgment.

Procedures. Promptly after receipt If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to the provisions of Section 7.1 or 7.2 Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action involving the subject matter of the foregoing indemnity provisions such indemnified party willor proceeding, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereofof such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; but provided, that the omission failure to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 7.1 or Section 7.2 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such failure. In case the event that any such action is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereofthereof in accordance with this Section 7.3, the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to join in or assume (at the indemnified party’s sole discretion) the defense thereof, with counsel selected by such indemnifying party. If assumed, counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After selected, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article VII for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than thereof. In any such proceeding, an indemnified party shall have the right to retain its own counsel, but the reasonable costs fees and expenses of investigationsuch counsel shall [*] = Certain confidential information contained in this document, unless marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have employed counsel in accordance with mutually agreed to the provisions retention of the preceding sentencesuch counsel, (iib) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm at the same time (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its prior written consent, but, if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified party is or could have employed counsel been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party party, from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to represent the an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the does not impose any continuing material obligation or restrictions on any indemnified party at the expense of the indemnifying party.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions any Indemnified Party of Section 7.1 a complaint, claim or 7.2 of other written notice of the commencement of any loss, claim, damage, liability or action involving the subject matter of the foregoing indemnity provisions such indemnified party will, if arising rise to a claim thereof is to be made against for indemnification under this Section 6, the indemnifying party pursuant to the provisions of claiming indemnification under this Section 7.1 or 7.2, promptly 6 shall notify the indemnifying party of the commencement thereofcomplaint, notice, claim or action, and the indemnifying party shall have the right to investigate and defend the loss, claim, damage, liability or action; but provided, that the omission failure of the Indemnified Party to so promptly notify the indemnifying party will shall not relieve it the indemnifying party from any liability which it may have to any indemnified party the Indemnified Party otherwise than under this Section except 6, or under Section 6 to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies that the indemnifying party has not been materially prejudiced as a proximate result of the commencement thereof, the indemnifying party failure to provide notice. The Indemnified Party shall have the right to employ separate counsel in the action and to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume in the defense thereofof the action, with but the fees and expenses of the counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for shall not be at the expense of the indemnifying party concludes party. If the defendants in any action shall include more that one Indemnified Party, and any of these Indemnified Parties shall reasonably conclude that counsel selected by the Corporation has a single counsel cannot conflict of interest which under applicable legal and ethical considerations, represent both the indemnifying party and Rules of Professional Conduct of the indemnified partyFlorida State Bar Association (or other body regulating the practice of law in the State of Florida) would prohibit the representation because of the availability of different or additional defenses to any of the Indemnified Parties, the indemnified party or parties Indemnified Party shall have the right to select separate counsel reasonably acceptable to the Corporation to participate in the defense of such action the claim on its behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying party who would otherwise be liable for the losses under this Section 6, it being understood, however, that the indemnifying party shall not, in connection with any one action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Parties; provided, however, that if the parties shall not agree that a conflict of interest between the Indemnified Parties exists, then the parties shall submit the issue to the State Bar Association of Florida to determine whether a conflict of interest exists, and the determination of the State Bar Association of Florida shall be binding on the parties. The Indemnified Parties shall cooperate fully in the defense of any claim under this Section 6 and each Indemnified Party shall make available to the Corporation pertinent information under the Indemnified Party's control relating to the claim. In no event shall the indemnifying party be obligated to indemnify any party for any settlement of any claim or action effected without the indemnifying party's consent.

Procedures. Promptly after receipt by As soon as an indemnified party pursuant to the provisions of Section 7.1 Party receives notice or 7.2 of notice of the commencement otherwise obtains knowledge of any action involving third-party claim that may give rise to any claim for indemnification hereunder, the subject matter of the foregoing indemnity provisions such indemnified party will, if a claim thereof is to be made against Party will promptly provide the indemnifying Party with written notice describing the third-party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the claim. The indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party Party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate inright, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedat its election and at its sole expense, to assume the defense thereof, of the third-party claim with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for its own counsel. If the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so Party elects to assume the defense thereofof the third-party claim, then the indemnifying Party’s obligations under Section 12.1 or 12.2 above (as applicable) are subject to the conditions that the indemnified Party (and its applicable Subsidiaries and, in the case of SCI, ON): (a) give the indemnifying Party access to all information in the indemnified Party’s control that are reasonably relevant to the third-party claim (except in instances where providing such access could destroy the attorney-client privilege with respect to such information); (b) not admit any liability with respect to the third-party claim; (c) allow the indemnifying Party to control the defense and settlement of the claim, and (d) cooperate with the indemnifying Party, at the indemnifying Party’s reasonable request and expense, in defending or settling the claim. The indemnifying Party will have the exclusive right to settle, compromise, or adjust the indemnified claim with the prior written consent of the indemnified Party (which consent will not be liable unreasonably withheld). If the indemnifying Party elects not to such indemnified party pursuant to the provisions assume control of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationthe third-party claim, unless (i) then the indemnified Party will defend such third-party shall have employed claim using counsel in accordance with the provisions of the preceding sentenceits choice and may settle, (ii) the indemnifying compromise, or adjust such third-party shall not have employed counsel reasonably satisfactory to claim on such terms as the indemnified party to represent Party may consider appropriate without the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense prior written consent of the indemnifying partyParty. In the event that the indemnifying Party elects not to assume control of the defense of the third party claim, then the indemnifying Party shall be responsible for all costs incurred and damages paid by the indemnified Party as a result of the third party claim. The indemnifying Party will be relieved of its obligations under this Section 12 as a result of the indemnified Party’s failure to give such notice or provide such cooperation only if and to the extent that such failure prejudices the indemnifying Party’s ability to perform its obligations above.

Procedures. Promptly after receipt by (a) After an indemnified party pursuant to the provisions of Section 7.1 or 7.2 of either (x) receives notice of any claim or the commencement of any action Action by any third party which may give rise to a claim for indemnification from an indemnifying party hereunder (a “Third Party Claim”) or (y) has sustained any Losses not involving the subject matter of the foregoing indemnity provisions a Third Party Claim or Action which such indemnified party willreasonably believes may give rise to a claim for indemnification from an indemnifying party hereunder, such indemnified party shall, if a claim in respect thereof is to be made against the an indemnifying party pursuant to the provisions of Section 7.1 or 7.2under this Article VII hereof, promptly notify such indemnifying party in writing of such claim, Action or Losses, as the case may be; provided, however, that failure to timely notify the indemnifying party of the commencement thereof; but the omission to so notify shall not relieve the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section of its indemnity obligation, except to the extent indemnifying party is actually and materially prejudiced in its ability to defend the action by such failure. Any such notification must be in writing and must state in reasonable detail the nature and basis of the claim, Action or Losses, and an estimate of the Losses, to the extent known. An indemnifying party shall have the right to assume and conduct the defense of any such Third Party Claim only if (1) the indemnifying party first provides written confirmation to the indemnified party of the indemnifying party’s indemnification responsibility for all Losses resulting to such Third Party Claim, (2) the assumption by the indemnifying party of such Third Party Claim could not reasonably be expected to cause a material adverse effect on the indemnified party’s business, (3) the indemnifying party shall use commercially reasonable efforts to diligently contest the Third Party Claim, and (4) the indemnifying party has sufficient resources, in the reasonable judgement of the indemnified party, to satisfy the amount of any adverse monetary judgement that is reasonably likely to result (the conditions set forth in clauses (1) through (4) being collectively referred to as the “Litigation Conditions”). If the indemnifying party does not assume the defense of a Third Party Claim, the indemnified party may continue to defend the Third Party Claim, and the costs and expenses of such defense shall be additional Losses. If the indemnifying party has assumed the defense of the claim is prejudiced. In case such action is brought against any Third Party Claim as provided in this Section 7.5, the indemnified party shall have the right to participate in, and it notifies to be represented by counsel (at its own expense) in any such contest, defense, litigation or settlement conducted by the indemnifying party. The indemnifying party shall not be entitled, or shall lose its right to contest, defend, litigate and settle the Third Party Claim if any of the Litigation Conditions fails to be fulfilled at any time; provided that indemnified party first provided indemnifying party with ten (10) days’ written notice and an opportunity to cure such failure. Notwithstanding anything to the contrary herein, the indemnifying party shall not be entitled to assume control of such defense if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the Third Party Claim seeks as a principal form of relief any form of remedy other than monetary damages; or (iii) upon petition by the indemnified party, the appropriate court rules that the indemnifying party failed or is failing to vigorously prosecute or defend such Third Party Claim. If the indemnifying party has not assumed the defense of the commencement thereofThird Party Claim as provided in this Section 7.5, the indemnifying party shall have the right to participate in, andand to be represented by counsel (at its own expense) in any such contest, to defense, litigation or settlement conducted by the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for . (b) Neither the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and nor the indemnified party, shall enter into any compromise or consent to a settlement of, or the indemnified entry of any judgment arising from, any such Third Party Claim without the prior written consent of the other party (which consent shall not be unreasonably withheld or parties have the right delayed), except that, with respect to select separate counsel any Third Party Claim not relating to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofTaxes, the indemnifying party will not shall be liable entitled to such indemnified party pursuant enter into a compromise or consent to the provisions entry of said Section 7.1 or 7.2 for a judgment and/or enter into any legal or other expense subsequently incurred by such indemnified party in connection with settlement without the defense thereof other than reasonable costs consent of investigation, unless (i) the indemnified party shall have employed counsel if such compromise, judgment or settlement requires only the payment of money (which payment is made in accordance with the provisions of the preceding sentence, (ii) full by the indemnifying party shall not have employed counsel reasonably satisfactory to party) and fully releases the indemnified party to represent the indemnified party within a reasonable time after the notice from any liability associated with such Third Party Claim without any admission of the commencement of the action or wrongdoing. (iiic) the No failure by an indemnifying party has, to acknowledge in writing its sole discretion, authorized indemnification obligations under Article VII shall relieve it of such obligations to the employment of counsel for the indemnified party at the expense of the indemnifying partyextent such obligations exist.

Procedures. Promptly after receipt In no case shall an indemnifying party be liable for Losses or Related Expenses unless it shall be notified by an the indemnified party, in accordance with Section 13.1, of the written assertion of a claim by the indemnified party pursuant or of any third party action commenced against the indemnified party reasonably promptly after the indemnified party shall have been served with the summons or other first legal process giving information as to the provisions of Section 7.1 or 7.2 of notice nature and basis of the commencement of third party Action; provided, that no delay in notifying an indemnifying party shall excuse such indemnifying party from its obligations hereunder unless such delay has materially and adversely affected such indemnifying party's legal rights with respect to which indemnity is sought; provided, further, that a notification to Serologicals for indemnification shall be deemed a notice to Serologicals and to any action involving the subject matter and all of the foregoing indemnity provisions Sellers. Any such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such action on behalf counsel shall be the expenses of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified indemnifying party shall have employed counsel in accordance with the provisions of the preceding sentencehas agreed to pay such fees and expenses, or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory failed to promptly assume the indemnified party to represent the indemnified party within a reasonable time after the notice defense of the commencement of the action such action, claim or proceeding, or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel in writing (a copy of which shall be delivered to the indemnifying party) that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party has, in its sole discretion, authorized and that the employment assertion of such defenses would create a conflict of interest such that counsel for employed by the indemnifying party could not faithfully represent the indemnified party. (In that case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding of behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). The indemnifying party shall not be liable for any settlement of any such action or proceeding effected without its written consent.

Procedures. Promptly after receipt by an (a) In order for a party (the "indemnified party"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made against the indemnified party pursuant to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (a "Third Party Claim"), such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly must notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any Third Party Claim promptly following receipt by such indemnified party otherwise under this Section of written notice of the Third Party Claim; provided, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the defense indemnifying party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the claim is prejudiced. In case such action is brought against any indemnified party shall deliver to the indemnifying party, promptly following the indemnified party's receipt thereof, copies of all notices and it notifies documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of the commencement thereofa Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, unless the counsel selected by the indemnifying party has concluded that there exists a conflict of interest. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate inin the defense thereof and to employ counsel, andat its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof or as otherwise provided above. If the indemnifying party chooses to defend or prosecute a Third Party Claim, the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages. (c) In the event any indemnified party should have a claim against any indemnifying party under Section 10.1 or 10.2 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party, which notice shall expressly state that it is being given pursuant to this Section 10.4(c). The failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under Section 10.1 or 10.2, except to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 10.1 or 10.2, such claim specified by the indemnified party in such notice shall be conclusively deemed a single counsel cannot liability of the indemnifying party under applicable legal Section 10.1 or 10.2 and ethical considerationsthe indemnifying party shall pay the amount of such liability to the indemnified party on demand or, represent both in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party, the indemnified party or parties have the right shall proceed in good faith to select separate counsel to participate in the defense negotiate a resolution of such action on behalf of dispute and, if not resolved through negotiations, such indemnified party or parties; provided that there dispute shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party resolved by litigation in an appropriate court of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partycompetent jurisdiction.

Procedures. Promptly after receipt If any claim, demand, action or proceeding by any third party (including any investigation by any Governmental Authority) (each a "Claim") shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 8.1 or Section 8.2, the provisions of Section 7.1 or 7.2 indemnified party shall, promptly after receipt of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly Claim notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 8.1 or Section 8.2 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such omission. In case any such action Claim is brought against any an indemnified party party, and it notifies the indemnifying party of the commencement thereofthereof in accordance with this Section 8.3, the indemnifying party shall have will be entitled, at the right indemnifying party's sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, providedand, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election to so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article VIII for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than and except as provided below. In any such Claim, an indemnified party shall have the right to retain its own counsel, but the reasonable costs and documented fees and expenses of investigation, such counsel shall be at the sole cost and expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have employed mutually agreed to the retention of such counsel in accordance with or (b) the provisions named parties to any such Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the preceding sentence, (ii) same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not, in connection with any Claim or related proceedings in the same jurisdiction, be liable for the reasonable and documented fees and expenses of more than one separate law firm (in addition to one local counsel where necessary) for all such indemnified parties. The indemnifying party shall not have employed counsel be liable in respect of any settlement of any Claim effected without its written consent. The indemnifying party shall not settle any Claim in respect of which indemnity has been sought without the indemnified party's written consent (such consent not to be unreasonably withheld), unless such settlement (i) includes an unconditional full and general written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party party, from all liability related to represent the such Claim, (ii) does not require an admission of fault by or on behalf of such indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) provides for the payment by the indemnifying party has, in its of money as sole discretion, authorized the employment of counsel relief (if any) for the claimant and does not impose any material obligation or restriction on such indemnified party at party. Notwithstanding the expense foregoing, to the extent the procedures in this Section 8.3 cannot be complied with because they would conflict with the procedures required to be followed under Section 12.2 of the indemnifying partyOriginal Asset Purchase Agreement, the parties shall cooperate in good faith to determine procedures that fulfill to the greatest extent possible the purposes of this Section 8.3 while complying with the procedures required to be followed with under Section 12.2 of the Original Asset Purchase Agreement.

Procedures. Promptly after receipt If any Claim covered by an indemnified party pursuant to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party willARTICLE VII is brought, if a claim thereof is to be made against the indemnifying party pursuant to Party’s obligations are conditional upon the provisions of Section 7.1 or 7.2, following: (a) the indemnified Party shall promptly notify the indemnifying party Party in writing of such Claim, provided, however, the commencement thereof; but the omission failure to so notify provide such notice within a reasonable period of time shall not relieve the indemnifying party will not relieve it from Party of any liability which it may have to any indemnified party otherwise under this Section of its obligations hereunder except to the extent the indemnifying Party is prejudiced by such failure or delay; (b) the indemnifying Party shall assume, at its cost and expense, the sole defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies Claim through counsel selected by the indemnifying party Party and reasonably acceptable to the indemnified Party, except that the indemnified Party may at its option and expense select and be represented by separate counsel; (c) the indemnifying Party shall maintain control of such defense and/or the commencement thereofsettlement of such Claim; (d) the indemnified Party may, at its option and expense, participate in such defense, and if it so participates, the Parties shall cooperate with one another in such defense; (e) the indemnifying party shall Party will have authority to consent to the right entry of any settlement or otherwise to participate in, and, dispose of such Claim (provided and only to the extent that it an indemnified Party does not have to admit liability and such judgment does not involve equitable relief or the payment of any amounts by the indemnified party and the indemnified Party may wishnot consent to the entry of any judgment, jointly enter into any settlement or otherwise to dispose of such Claim without the prior written consent of the indemnifying Party (not to be unreasonably withheld or delayed); and (f) the indemnifying Party shall pay the full amount of any judgment, award or settlement with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory respect to such indemnified partyClaim and all other reasonable and documented costs, fees and expenses related to the resolution thereof; provided, however, if counsel for that such other costs, fees and expenses have been incurred or agreed, as the case may be, by the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party Party in its defense or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions settlement of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying partyClaim.

Procedures. Promptly after receipt (a) In order for a party (the "indemnified party"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by an any person against the indemnified party pursuant to the provisions of Section 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (a "Third Party Claim"), such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly must notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any Third Party Claim promptly following receipt by such indemnified party otherwise under this Section of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the defense indemnifying party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the claim is prejudiced. In case such action is brought against any indemnified party shall deliver to the indemnifying party, promptly following the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim and not also addressed to the indemnifying party. (b) If a Third Party Claim is made against an indemnified party shall be entitled to participate in the defense thereof and, if it notifies so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of the commencement thereofa Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such thereof and to employ counsel, at its own expense, separate counsel. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, counsel employed by the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationparty, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) it being understood that the indemnifying party shall not have control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed counsel reasonably satisfactory to by the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.any period during which the

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of under this Section 7.1 or 7.2 6 of notice of the threat or commencement of any action involving the subject matter of the foregoing indemnity provisions action, such indemnified party will, if a claim in respect thereof is to be made against the an indemnifying party pursuant to the provisions of under this Section 7.1 or 7.26, promptly notify the indemnifying party of the commencement in writing thereof; , but the omission to so notify the indemnifying party will not relieve it from any liability which that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section except 6 to the extent the defense it is not prejudiced as a result of the claim is prejudicedsuch failure. In case any such action is brought against any indemnified party and it notifies the such indemnified party seeks or intends to seek indemnity from an indemnifying party of the commencement thereofparty, the indemnifying party shall have the right will be entitled to participate in, and, to the extent that it may wish, jointly with any all other indemnifying party parties HOU: 3705172.4 similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party, ; provided, however, if counsel for the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party concludes shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying party, that there may be a single counsel cannot under applicable legal and ethical considerations, represent both conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofof such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said under this Section 7.1 or 7.2 6 for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the provisions proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to such indemnifying party, representing all of the preceding sentence, indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party hasaction, in its sole discretion, authorized each of which cases the employment reasonable fees and expenses of counsel for the indemnified party shall be at the expense of the indemnifying party. In no event shall any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved in writing the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld, conditioned or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the subject matter of such proceeding.

Procedures. Promptly after receipt by an (a) If any indemnified party pursuant to the provisions of Section 7.1 or 7.2 of receives notice of the commencement assertion of any action involving the subject matter of the foregoing indemnity provisions Third-Party Claim with respect to which an indemnifying party is obligated under this Agreement to provide indemnification, such indemnified party will, if a claim thereof is to be made against the shall give such indemnifying party pursuant written notice thereof (together with a copy of such Third-Party Claim, process or other legal pleading) promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any indemnified party to the provisions of give notice as provided in this Section 7.1 or 7.2, promptly notify the 12.4 shall not relieve any indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise its obligations under this Section 12.4, except to the extent the defense of the claim is prejudiced. In case that such action is brought against any indemnified party and it notifies the indemnifying party is actually prejudiced by such failure to give notice. Such notice shall describe such Third-Party Claim in reasonable detail. (b) An indemnifying party, at such indemnifying party’s own expense and through counsel chosen by such indemnifying party (which counsel shall be reasonably acceptable to the indemnified party), may elect to defend any Third-Party Claim. If an indemnifying party elects to defend a Third-Party Claim, then, within ten (10) business days after receiving notice of such Third-Party Claim (or sooner, if the commencement thereofnature of such Third-Party claim so requires), the such indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, notify the indemnified party or parties have the right of its intent to select separate counsel to participate do so, and such indemnified party shall cooperate in the defense of such action on behalf Third-Party Claim (and pending such notice and assumption of defense, an indemnified party may take such steps to defend against such Third-Party Claim as, in such indemnified party’s good-faith judgment, are appropriate to protect its interests). Such indemnifying party shall pay such indemnified party’s reasonable out-of-pocket expenses incurred in connection with such cooperation. Such indemnifying party shall keep the indemnified party reasonably informed as to the status of the defense of such indemnified party or parties; provided that there shall be no more than one such separate counselThird-Party Claim. After notice from the an indemnifying party to such an indemnified party of its election so to assume the defense thereofof a Third-Party Claim, the such indemnifying party will shall not be liable to such indemnified party pursuant to the provisions of said under this Section 7.1 or 7.2 12.4 for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than those expenses referred to in the preceding sentence; provided, however, that such indemnified party shall have the right to employ one law firm as counsel, together with a separate local law firm in each applicable jurisdiction (“Separate Counsel”), to represent such indemnified party in any action or group of related actions (which firm or firms shall be reasonably acceptable to the indemnifying party) if, in such indemnified party’s reasonable costs judgment at any time, either a conflict of investigationinterest between such indemnified party and such indemnifying party exists in respect of such claim, unless or there may be defenses available to such indemnified party which are different from or in addition to those available to such indemnifying party and the representation of both parties by the same counsel would be inappropriate, and in that event (i) the indemnified reasonable fees and expenses of such Separate Counsel shall be paid by such indemnifying party shall have employed counsel in accordance with the provisions of the preceding sentence(it being understood, (ii) however, that the indemnifying party shall not be liable for the expenses of more than one Separate Counsel (excluding local counsel) with respect to any Third-Party Claim (even if against multiple indemnified parties)), and (ii) each of such indemnifying party and such indemnified party shall have employed counsel the right to conduct its own defense in respect of such claim. If an indemnified party is conducting its own defense of a Third-Party Claim, whether because of a conflict of interest (as contemplated by the previous sentence) or because an indemnifying party elects not to defend against a Third-Party Claim, or fails to notify an indemnified party of its election as provided in this Section 12.4 within the period of ten (10) business days described above, or having elected to defend the claim, then fails to defend the claim, the indemnified party may defend, compromise, and settle such Third-Party Claim and shall be entitled to indemnification hereunder (to the extent permitted hereunder). Notwithstanding the foregoing, the indemnifying party shall not, without the prior written consent of the indemnified party, (i) settle or compromise any Third-Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified party of a written release in a form reasonably satisfactory to the indemnified party from all liability in respect of such Third-Party Claim, or (ii) settle or compromise any Third-Party Claim in any manner that would include injunctive relief or reasonably be expected to represent have a material adverse effect on the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense of the indemnifying party.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of (including any controlling person) under this Section 7.1 or 7.2 8 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party pursuant to the provisions of under this Section 7.1 or 7.28, promptly notify the indemnifying party in writing of the commencement thereof; , but the omission so to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section except to the extent the defense of the claim is prejudiced8. In case any such action is brought against any indemnified party party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right will be entitled to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying elect by written notice delivered to the indemnified party similarly notifiedpromptly after receiving the aforesaid notice from such indemnified part, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, ; provided, however, that if counsel for the indemnifying defendants in any such action include both the indemnified party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counselparty. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofof such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said under this Section 7.1 or 7.2 8 for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the provisions proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, approved by the preceding sentenceRepresentatives in the case of paragraph (a) of this Section 8, representing the indemnified party under such paragraph (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action action, or (iii) the indemnifying party has, in its sole discretion, has authorized the employment of separate counsel for the indemnified party at the expense of the indemnifying party, and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). Any indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 8 to which it has not agreed in writing.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of Section 7.1 Indemnified ---------- Person or 7.2 Indemnified Party under this section 6 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (including any governmental action), such indemnified party willIndemnified Person or Indemnified Party shall, if a claim Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume control of the defense thereof, thereof with counsel reasonably mutually satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified partyIndemnified Person or the Indemnified Party, as the indemnified party case may be; provided that an Indemnified Person or parties Indemnified Party shall have the right to select separate retain its own counsel with the fees and expenses to participate be paid by the indemnifying party, if, in the defense reasonable opinion of counsel retained by the indemnifying party, the representation by such action on behalf counsel of such indemnified party the Indemnified Person or parties; provided that there shall be no more than one such separate counsel. After notice from Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of its election so the Registrable Securities included in the Registration Statement to assume which the defense thereof, Claim relates. The failure to deliver written notice to the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the action Indemnified Person or (iii) Indemnified Party under this section 6, except to the extent that the indemnifying party has, is prejudiced in its sole discretion, authorized the employment of counsel for the indemnified party at the expense ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the indemnifying partyamount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

Procedures. (a) Promptly after receipt by an indemnified party pursuant to the provisions of Section 7.1 or 7.2 hereunder of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions action, such indemnified party willshall, if a claim in respect thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2hereunder, promptly notify the indemnifying party of the commencement in writing thereof; , but the omission so to so notify the indemnifying party will shall not relieve it from any liability which it may have to any such indemnified party otherwise other than under this Section except 8 and shall only relieve it from any liability which it may have to such indemnified party under this Section 8 if and to the extent the defense of the claim indemnifying party is prejudicedprejudiced by such omission. In case any such action is shall be brought against any indemnified party and it notifies shall notify the indemnifying party of the commencement thereof, the indemnifying party shall have the right be entitled to participate in, in and, to the extent that it may shall wish, jointly with any other indemnifying party similarly notified, to assume and undertake the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party, providedand, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party will shall not be liable to such indemnified party pursuant to the provisions of said under this Section 7.1 or 7.2 8. for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable thereof; if the indemnified party retains its own counsel, then the indemnified party shall pay all fees, costs and expenses of investigationsuch counsel, unless (i) provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party shall not have employed counsel reasonably satisfactory to or if the interests of the indemnified party reasonably may be deemed to represent conflict with the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense interests of the indemnifying party, the indemnified party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (b) In order to provide for just and equitable contribution in the event of joint liability under the Securities Act in any case in which either: (i) the Purchaser, or any controlling person of the Purchaser, makes a claim for indemnification pursuant to this Section 8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 8 provides for indemnification in such case; or (ii) contribution under the Securities Act may be required on the part of the Purchaser or controlling person of the Purchaser in circumstances for which indemnification is provided under this Section 8; then, and in each such case, the Company and the Purchaser will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Purchaser is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, provided, however, that, in any such case, (A) the Purchaser will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10 of the Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of Indemnified Person or ---------- Indemnified Party under this Section 7.1 or 7.2 6 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (including any governmental action), such indemnified party willIndemnified Person or Indemnified Party shall, if a claim Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume control of the defense thereof, thereof with counsel reasonably mutually satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified partyIndemnified Person or the Indemnified Party, as the indemnified party case may be; provided that an Indemnified Person or parties Indemnified Party shall have the right to select separate retain its own counsel with the fees and expenses to participate be paid by the indemnifying party, if, in the defense reasonable opinion of counsel retained by the indemnifying party, the representation by such action on behalf counsel of such indemnified party the Indemnified Person or parties; provided that there shall be no more than one such separate counsel. After notice from Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of its election so the Registrable Securities included in the Registration Statement to assume which the defense thereof, Claim relates. The failure to deliver written notice to the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the action Indemnified Person or (iii) Indemnified Party under this Section 6, except to the extent that the indemnifying party has, is prejudiced in its sole discretion, authorized the employment of counsel for the indemnified party at the expense ability to defend such action. The indemnification required by this Section 6 shall be made by periodic payments of the indemnifying partyamount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

Procedures. Promptly after receipt by an indemnified party pursuant to the provisions of under this Section 7.1 or 7.2 1.9 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.9, deliver to the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party a written notice of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party thereof and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wishthe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably mutually satisfactory to such indemnified partythe parties; PROVIDED, providedHOWEVER, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the indemnified party, the an indemnified party or (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to select retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to participate actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.9, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.9. No indemnifying party, in the defense of any such action on behalf claim or litigation, shall, except with the consent of such each indemnified party party, consent to entry of any judgment or parties; provided that there shall be no more than one such separate counsel. After notice from enter into any settlement which does not include as an unconditional term thereof the indemnifying party giving by the claimant or plaintiff to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable a release from all liability in respect to such indemnified party pursuant to the provisions of said claim or litigation. The indemnity agreements contained in this Section 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party 1.9 shall not have employed counsel reasonably satisfactory apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the indemnified party at the expense consent of the indemnifying party, which shall not be unreasonably withheld.

Procedures. Promptly after receipt by If any Third Party Claim shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 9.1 or Section 9.2, the provisions of Section 7.1 or 7.2 indemnified party shall, promptly after receipt of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party willThird Party Claim, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served, if any; but provided, that the omission to so notify the such indemnifying party will not relieve it the indemnifying party from any liability which that it may have to any indemnified party otherwise under this Section except 9.1 or Section 9.2 unless, and only to the extent that, the defense of the claim indemnifying party is prejudicedactually prejudiced by such omission. In case such action the event that any Third Party Claim is brought against any an indemnified party and it notifies the indemnifying party of the commencement thereofthereof in accordance with this Section 9.3, the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified partyparty (who shall not, provided, however, if counsel for except with the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and consent of the indemnified party, the indemnified party or parties have the right to select separate be counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided that there shall be no more than one such separate counsel. After indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not not, subject to the immediately succeeding sentence, be liable to such indemnified party pursuant to the provisions of said Section 7.1 or 7.2 under this Article IX for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such Third Party Claim, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the sole cost and expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have employed counsel in accordance with mutually agreed to the provisions retention of the preceding sentencesuch counsel, (iib) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any Third Party Claim or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or discharge of any pending or threatened Third Party Claim in respect of which any indemnified party is or could have employed counsel been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party party, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to represent Rule 24b-2 of the Securities Exchange Act of 1934, as amended. from all liability on claims that are the subject matter of such claim or proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party within a reasonable time after the notice of the commencement of the action or and (iii) the indemnifying party has, in its sole discretion, authorized the employment of counsel for the does not impose any continuing material obligation or restrictions on such indemnified party at the expense of the indemnifying party.