Common use of Control of Defense Clause in Contracts

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Claims by giving written notice to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in its defense of such Claim.

Control of Defense. At its optionIn the event a Party (the “Indemnified Party”) seeks indemnification under Section 10.1 or 10.2, it shall inform the other Party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 10.3 shall not relieve the Indemnifying Party may assume the defense of any Claims by giving written notice its indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within […***…] days after is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption Party to assume direction and control of the defense of a Claim by the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel ) in the defense of such Claim any legal counsel selected by the Indemnifying Partyclaim. In the event If the Indemnifying Party assumes does not assume control of such defense within 15 days after receiving notice of the defense of a Claimclaim from the Indemnified Party, the Indemnified Party shall immediately deliver to control such defense and, without limiting the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a ClaimParty’s indemnification obligations, the Indemnifying Party shall not be liable to reimburse the Indemnified Party for any legal expenses subsequently all costs, including reasonable and documented attorney fees, incurred by such the Indemnified Party in connection defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with the analysis, defense, or respect thereto. The Indemnified Party shall not agree to any settlement of such Claim. In action, suit, proceeding or claim without the event that it is ultimately determined that prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party is shall not obliged agree to indemnifyany settlement of such action, defendsuit, proceeding or hold harmless an claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from and against all liability with respect thereto, that imposes any Claim, liability or obligation on the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred or that acknowledges fault by the Indemnifying Indemnified Party without the prior written consent of the Indemnified Party. If the Parties cannot agree as to the application of Section 10.1 or 10.2 to any claim, pending resolution of the dispute pursuant to Article 11, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in its defense accordance with Section 10.1 or 10.2, as applicable, upon resolution of such Claimthe underlying claim.

Control of Defense. At its optionIf the Indemnifying Party elects in writing to the Indemnified Party that it will assume control of the defense of such Claim, then except as otherwise set forth in Section 10.9, the Indemnifying Party shall have the right to defend, at its sole cost and expense, such Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party may assume not enter into any compromise or settlement unless (i) such compromise or settlement includes as an unconditional term thereof, the defense of any Claims giving by giving written notice each claimant or plaintiff to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim release from all liability in respect of such claim; and (ii) the Indemnified Party consents to such compromise or settlement, which consent shall not be conditioned, withheld or delayed unless such compromise or settlement involves (A) any admission of legal wrongdoing by the Indemnified Party, (B) any payment by the Indemnified Party that is not indemnified hereunder or (C) the imposition of any equitable relief against the Indemnified Party. If the Indemnifying Party shall does not be construed as an acknowledgment that the Indemnifying Party is liable elect to indemnify any Indemnified Party in respect assume control of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event within [***] days of its receipt of notice thereof, or if the Indemnifying Party assumes elects in writing to the Indemnified Party to cease maintaining control of the defense of a such Claim, the Indemnified Party shall immediately deliver have the right, at the expense of the Indemnifying Party, upon at least [***] Business Days’ prior written notice to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with of its intent to do so, to undertake the Claim. Subject to clause (c) below, if defense of such Claim for the account of the Indemnifying Party assumes the defense of a Claim, the Indemnifying Party shall not be liable to (with counsel reasonably selected by the Indemnified Party for any legal expenses subsequently incurred and approved by such Indemnified Party in connection with the analysis, defense, or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is Party, such approval not obliged to indemnifyunreasonably conditioned, defendwithheld or delayed), or hold harmless an Indemnified Party from and against any Claimprovided, that the Indemnified Party shall reimburse keep the Indemnifying Party for any apprised of all material developments with respect to such Claim and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by promptly provide the Indemnifying Party in its defense with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such Claim. The Indemnified Party may not compromise or settle such Claim without the prior written consent of the Indemnifying Party, such consent not to be unreasonably conditioned, withheld or delayed.

Control of Defense. At An Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee are true in all material respects, the Indemnifying Party may assume shall indemnify the defense of Indemnitee for any Claims by giving written notice such Liabilities to the Indemnified extent resulting from, or arising out of, such Third-Party within […***…] days after Claim. Notwithstanding the foregoing, if the Indemnifying Party’s receipt Party assumes such defense and, in the course of an Indemnification Claim Notice; provided defending such Third-Party Claim, (i) the Indemnifying Party discovers that the assumption facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the defense Indemnifying Party does not have an indemnification obligation in respect of a Claim by such Third-Party Claim, then (A) the Indemnifying Party shall not be construed as an acknowledgment that bound by such acknowledgment, (B) the Indemnifying Party is liable to indemnify any Indemnified Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Claim, nor Indemnitee shall it constitute a waiver by have the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in right to assume the defense of such Claim any legal counsel selected by Third-Party Claim. Within thirty (30) days after the Indemnifying Party. In the event the Indemnifying Party assumes the defense receipt of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents notice from an Indemnitee in accordance with Section 4.5(a) (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) belowor sooner, if the Indemnifying nature of the Third-Party assumes the defense of a ClaimClaim so requires), the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. If an Indemnifying Party has failed to assume the defense of such Third-Party Claim in accordance with this clause (b), it shall not be liable a defense to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party obligation to pay any amount in connection with the analysis, defense, or settlement respect of such Claim. In the event that it is ultimately determined Third-Party Claim that the Indemnifying Party is was not obliged consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to indemnifythe conduct of such defense were not accepted or adopted, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the that such Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs does not approve of suit) and any Loss the quality or manner of the defense thereof or that such Third-Party Claim was incurred by the Indemnifying Party in its defense reason of such Claima settlement rather than by a judgment or other determination of liability.

Control of Defense. At its optionIn the event a party (the “Indemnified Party”) seeks indemnification under Section 11.1 or 11.2, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 11.3 shall not relieve the Indemnifying Party may assume the defense of any Claims by giving written notice its indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within […***…] days after is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption Party to assume direction and control of the defense of a Claim by the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel ) in the defense of such Claim any legal counsel selected by the Indemnifying Partyclaim. In the event If the Indemnifying Party assumes does not assume control of such defense within 30 days after receiving notice of the defense of a Claimclaim from the Indemnified Party, the Indemnified Party shall immediately deliver to control such defense and, without limiting the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a ClaimParty’s indemnification obligations, the Indemnifying Party shall not be liable to reimburse the Indemnified Party for any legal expenses subsequently all costs, including reasonable attorney fees, incurred by such the Indemnified Party in connection defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The party not controlling such defense may participate therein at its own expense. The party controlling such defense shall keep the other party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other party with the analysis, defense, or respect thereto. The Indemnified Party shall not agree to any settlement of such Claim. In action, suit, proceeding or claim without the event that it is ultimately determined that prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party is shall not obliged agree to indemnifyany settlement of such action, defendsuit, proceeding or hold harmless an claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from and against all liability with respect thereto, that imposes any Claim, liability or obligation on the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred or that acknowledges fault by the Indemnifying Indemnified Party in its defense without the prior written consent of the Indemnified Party. If the parties cannot agree as to the application of Section 11.1 or 11.2 to any claim, pending resolution of the dispute pursuant to Article 12, the parties may conduct separate defenses of such Claimclaims, with each party retaining the right to claim indemnification from the other party in accordance with Section 11.1 or 11.2, as applicable, upon resolution of the underlying claim.

Control of Defense. At its option, the An Indemnifying Party may assume the defense of any Claims by giving written notice elect (but shall not be required) to the Indemnified Party within […***…] days after the defend (and seek to settle or compromise), at such Indemnifying Party’s receipt of an Indemnification Claim Noticeown expense and by such Indemnifying Party’s own counsel (which counsel shall be reasonably satisfactory to the Indemnitee), any Third-Party Claim; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that entitled to defend such Third-Party Claim and shall pay the Indemnifying Party is liable reasonable fees and expenses of one separate counsel for all Indemnitees if the claim for indemnification relates to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party or arises in connection with any criminal action, indictment or allegation or if such Third-Party Claim seeks an injunction or equitable relief against the ClaimIndemnitee (and not any Indemnifying Party or any of its Affiliates). Subject to clause Within thirty (c30) belowdays after the receipt of notice from an Indemnitee in accordance with Section 4.05(a) (or sooner, if the Indemnifying nature of such Third-Party assumes the defense of a ClaimClaim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions to its defense. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not be liable to control) the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysisdefense, defensecompromise, or settlement thereof, but the fees and expenses of such Claim. In counsel shall be the expense of such Indemnitee; provided, however, in the event that it is ultimately determined that the Indemnifying Party is not obliged has elected to indemnifyassume the defense of the Third-Party Claim but has specified, defendand continues to assert, any reservations or hold harmless an Indemnified Party from and against any Claimexceptions in such notice, then, in such case, the Indemnified Party reasonable fees and expenses of one separate counsel for all Indemnitees shall reimburse be borne by the Indemnifying Party; and provided further that the Indemnifying Party for any and all costs will pay the reasonable fees and expenses (including of such separate counsel if, based on the reasonable attorneys’ fees and costs opinion of suit) and any Loss incurred by legal counsel to the Indemnitee, a conflict or potential conflict of interest exists between the Indemnifying Party in its defense and the Indemnitee which makes representation of such Claimboth parties inappropriate under applicable standards of professional conduct.

Control of Defense. At An Indemnifying Party may elect to defend (and seek to settle or compromise, subject to Section 4.5(e)), at its optionown expense and with its own counsel, any Third-Party Claim; provided that prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it will first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the Indemnifying Party may assume will indemnify the defense of Indemnitee for any Claims by giving written notice Liabilities to the Indemnified extent resulting from, or arising out of, such Third-Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming Notwithstanding the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) belowforegoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party will not be bound by such acknowledgment, (B) the Indemnifying Party will promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee will have the right to assume the defense of such Third-Party Claim. Within 30 days after the receipt of a Claimnotice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim so requires), the Indemnifying Party shall not be liable will provide written notice to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, or settlement of such Claim. In the event that it is ultimately determined that Indemnitee indicating whether the Indemnifying Party is not obliged to indemnify, defend, or hold harmless will assume responsibility for defending the Third-Party Claim. If an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within 30 days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim will be entitled to continue to conduct and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by control the Indemnifying Party in its defense of such Third-Party Claim.

Control of Defense. At An Indemnifying Party may elect to defend (and seek to settle or compromise), at its optionown expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the Indemnifying Party may assume shall indemnify the defense of Indemnitee for any Claims by giving written notice such Liabilities to the Indemnified Party within […***…] days after extent resulting from, or arising out of, such Third-Party-Claim. Notwithstanding the foregoing, if the Indemnifying Party’s receipt Party assumes such defense and, in the course of an Indemnification Claim Notice; provided defending such Third-Party Claim, (i) the Indemnifying Party discovers that the assumption facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the defense Indemnifying Party does not have an indemnification obligation in respect of a Claim by such Third-Party Claim, then (A) the Indemnifying Party shall not be construed as an acknowledgment that bound by such acknowledgment, (B) the Indemnifying Party is liable to indemnify any Indemnified Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Claim, nor Indemnitee shall it constitute a waiver by have the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in right to assume the defense of such Claim any legal counsel selected by Third-Party Claim. Within 30 days after the Indemnifying Party. In the event the Indemnifying Party assumes the defense receipt of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents notice from an Indemnitee in accordance with Section 4.5(a) (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) belowor sooner, if the Indemnifying nature of the Third-Party assumes the defense of a ClaimClaim so requires), the Indemnifying Party shall not be liable provide written notice to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, or settlement of such Claim. In the event that it is ultimately determined that Indemnitee indicating whether the Indemnifying Party is not obliged to indemnify, defend, or hold harmless shall assume responsibility for defending the Third-Party Claim. If an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within 30 days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by control the Indemnifying Party in its defense of such Third-Party Claim.

Control of Defense. At As its option, the Indemnifying Party Indemnitor may then assume the defense responsibility for and shall have full control of any Claims such matter by giving written notice to the Indemnified Party Claimant within […***…] days after the Indemnifying PartyIndemnitor’s receipt of an Indemnification Claim Notice; provided that the notice from Claimant. The assumption of the defense of a Claim Third Party claim by the Indemnifying Party Indemnitor shall not be construed as an acknowledgment that the Indemnifying Party Indemnitor is liable to indemnify any Indemnified Party Claimant in respect of the ClaimThird Party claim, nor shall it constitute a waiver by the Indemnifying Party Indemnitor of any defenses it may assert against any Indemnified PartyClaimant’s Claimclaim for indemnification. Upon assuming the defense of a ClaimThird Party claim, the Indemnifying Party Indemnitor may appoint as lead counsel in the defense of such Claim the Third Party claim any legal counsel selected by the Indemnifying PartyIndemnitor. In the event the Indemnifying Party Indemnitor assumes the defense of a ClaimThird Party claim, the Indemnified Party Claimant shall immediately deliver to the Indemnifying Party Indemnitor all original notices and documents (including court papers) received by any Indemnified Party Claimant in connection with the ClaimThird Party claim. Subject to clause (c) below, if the Indemnifying Party assumes Should Indemnitor assume the defense of a ClaimThird Party claim, the Indemnifying Party except as provided below, Indemnitor shall not be liable to the Indemnified Party Claimant for any legal expenses subsequently incurred by such Indemnified Party Claimant in connection with the analysis, defense, defense or settlement of such Claimthe Third Party claim. In the event that it is ultimately determined that the Indemnifying Party Indemnitor is not obliged obligated to indemnify, defend, defend or hold harmless an Indemnified Party Claimant from and against any Claimthe Third Party claim, the Indemnified Party Claimant shall reimburse the Indemnifying Party Indemnitor for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss Third Party claims incurred by the Indemnifying Party Indemnitor in its defense of the Third Party claim. Without limiting the foregoing, any Claimant shall be entitled to participate in, but not control, the defense of such ClaimThird Party claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at Claimant’s own expense unless (a) the employment thereof has been specifically authorized by Indemnitor in writing, (b) Indemnitor has failed to assume the defense and employ counsel in accordance with this Section 14.4.2 (in which case Claimant shall control the defense) or (c) the interests of Claimant and Indemnitor with respect to such Third Party claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under applicable law, ethical rules or equitable principles.

Control of Defense. At its option, the The Indemnifying Party may assume shall have the defense of any Claims right, exercisable by giving written notice to the Indemnified Party within […***…] ten (10) business days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that written notice from the assumption Indemnified Party of the commencement or assertion of any such Claim, at its own expense to participate in or assume control of the defense of the Claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, with the right to reimbursement for actual out-of-pocket expenses incurred by the Indemnified Party as a Claim result of any such request by the Indemnifying Party shall not be construed as an acknowledgment that for the Indemnified Party’s cooperation. If the Indemnifying Party is liable does not elect to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel assume control or otherwise participate in the defense of such any third party Claim within ten (10) business days of its receipt of notice of the Claim (or any legal counsel selected extended period mutually agreed upon in writing by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a ClaimParties), the Indemnified Party shall immediately deliver have the right to undertake the defense, compromise or settlement of the Claim for the account of the Indemnifying Party all original notices and documents (including court papers) received by subject to the right of the Indemnifying Party, at its expense, to assume the defense of the Claim at any Indemnified Party in connection with the Claimtime prior to final settlement, compromise or determination thereof. Subject to clause (c) below, if In no event shall the Indemnifying Party assumes be liable or otherwise have any obligation with respect to any settlement, compromise or determination of any Claim agreed to by the defense Indemnified Party without the prior written consent of a Claim, the Indemnifying Party (which consent will not be withheld unreasonably). The Indemnifying Party shall not, without consent of the Indemnified Party (which consent shall not be liable unreasonably withheld), effect any settlement or discharge or consent to the entry of any judgment, unless such settlement or judgment includes as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party of a general release from all liability in connection with the analysis, defense, or settlement respect of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, Liability and imposes no restrictions or hold harmless an Indemnified Party from and against any Claim, obligations on the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in its defense of such ClaimParty.

Control of Defense. At its option, the The Indemnifying Party may shall have the right to assume the defense of any Claims Claim by giving written notice to the Indemnified Party within […***…**] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the . The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any the Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any the Indemnified Party’s Claimclaim for indemnification. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such the Claim any legal counsel selected by the Indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the Indemnifying Party assumes the defense of a Claim, upon the Indemnifying Party’s relevant notice the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any the Indemnified Party in connection with the Claim. Subject to clause (c) below, if Should the Indemnifying Party assumes assume the defense of a Claim, except as provided in Section 13.3(c) (Right to Participate in Defense), the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, defense or settlement of such Claimthe Claim unless specifically requested and approved in writing by the Indemnifying Party. In the event that it is ultimately determined that the Indemnifying Party is not obliged obligated to indemnify, defend, defend or hold harmless an the Indemnified Party from and against any the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all reasonable and verifiable out-of-pocket costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in accordance with this ARTICLE 13 (Indemnification; Liability) in its defense of such the Claim.

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Claims by giving written notice to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss Losses incurred by the Indemnifying Party in its defense of such Claim.

Control of Defense. At its optionIn the event a Party (the “Indemnified Party”) seeks indemnification under Section 10.1 or 10.2, it shall inform the other Party (the “Indemnifying Party”) of a Claim as soon as reasonably practicable after it receives notice of the Claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Claim as provided in this Section 10.3 shall not relieve the Indemnifying Party may assume the defense of any Claims by giving written notice its indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within […***…] days after is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption Party to assume direction and control of the defense of a the Claim by (including, but not limited to, the right to settle the Claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel ) in the defense of such Claim any legal counsel selected by the Indemnifying PartyClaim. In the event If the Indemnifying Party assumes does not assume control of such defense within fifteen (15) days after receiving notice of the defense of a ClaimClaim from the Indemnified Party, the Indemnified Party shall immediately deliver to control such defense and, without limiting the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a ClaimParty’s indemnification obligations, the Indemnifying Party shall not be liable to reimburse the Indemnified Party for any legal expenses subsequently all costs, including, but not limited to, reasonable attorney fees, incurred by such the Indemnified Party in connection defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such Claim and the defense thereof and shall consider recommendations made by the other Party with the analysis, defense, or respect thereto. The Indemnified Party shall not agree to any settlement of such Claim. In Claim without the event that it is ultimately determined that prior written consent of the Indemnifying Party is Party, which shall not obliged to indemnifybe unreasonably withheld, defendconditioned, or hold harmless an delayed. The Indemnifying Party shall not agree to any settlement of such Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from and against all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Party. If the Parties cannot agree as to the application of Section 10.1 or 10.2 to any Claim, pending resolution of the Indemnified dispute pursuant to Article 11, the Parties may conduct separate defenses of such Claims, with each Party shall reimburse retaining the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by right to Claim indemnification from the Indemnifying other Party in its defense accordance with Section 10.1 or 10.2, as applicable, upon resolution of such the underlying Claim.

Control of Defense. At its optionIn the event a Party (the “Indemnified Party”) seeks indemnification under Section 12.1 or Section 12.2, it shall inform the other Party (the “Indemnifying Party”) of a Claim as soon as reasonably practicable after it receives notice of the Claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 12.3 shall not relieve the Indemnifying Party may assume the defense of any Claims by giving written notice its indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within […***…] days after is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption Party to assume direction and control of the defense of a the Claim by (including the right to settle the Claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel ) in the defense of such Claim any legal counsel selected by the Indemnifying PartyClaim. In the event If the Indemnifying Party assumes does not assume control of such defense within [**] days after receiving notice of the defense of a ClaimClaim from the Indemnified Party, the Indemnified Party shall immediately deliver to control such defense and, without limiting the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a ClaimParty’s indemnification obligations, the Indemnifying Party shall not be liable to reimburse the Indemnified Party for any legal expenses subsequently all costs, including reasonable attorney fees, incurred by such the Indemnified Party in connection defending itself within [**] days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with the analysis, defense, or respect thereto. The Indemnified Party shall not agree to any settlement of such Claim. In action, suit, proceeding or claim without the event that it is ultimately determined that prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party is shall not obliged agree to indemnifyany settlement of such action, defendsuit, proceeding or hold harmless an claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from and against all liability with respect thereto, that imposes any Claim, liability or obligation on the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred or that acknowledges fault by the Indemnifying Indemnified Party in its defense without the prior written consent of such Claimthe Indemnified Party.

Control of Defense. At its optionAny entity entitled to indemnification under this Article 13 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses (provided, however, that any failure or delay to notify shall not excuse any obligation of the Indemnifying Party may indemnifying party except to the extent such party is actually prejudiced thereby), and the indemnifying party shall assume (and have control over) the defense of any Claims by giving written notice such Losses with counsel reasonably satisfactory to the indemnified party and the indemnified party shall reasonably cooperate (at the indemnifying party’s reasonable expense). If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not settle any claim with respect to such Losses without the indemnified party’s prior written consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses. For clarity, the indemnified party may freely withhold its consent to a settlement of a claim with respect to Losses if (i) such settlement does not include a complete release from liability of the indemnified party or if such settlement would involve undertaking an obligation (including the payment of money by an indemnified party), (ii) would bind or impair the indemnified party or (iii) includes any admission of wrongdoing or that any intellectual property or proprietary right of the indemnified party or this Agreement is invalid, narrowed in scope or unenforceable. The Indemnified Party within […***…] days after shall not settle or compromise any claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that , unless the Indemnifying Party is liable in breach of its obligation to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in its defense of such Claimdefend hereunder.

Control of Defense. At Unless an Indemnified Party reasonably determines that its optionbusiness reputation is the essence of a claim for which it is seeking indemnification pursuant to this Article VI (each such claim, the Indemnifying an "Excluded Claim" ), Originator, when required or reasonably expected to be required, to indemnify such Indemnified Party pursuant to this Article VI, may in its sole discretion assume the defense defense, conduct or settlement of any Claims by claim except an Excluded Claim giving written rise to an Indemnified Amount (an "Other Claim" ) with counsel reasonably satisfactory to such Indemnified Party. After notice from Originator to the such Indemnified Party within […***…] days after of its election so to assume the Indemnifying Party’s receipt defense, conduct or settlement of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the such Other Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a Claim, the Indemnifying Party Originator shall not be liable to the such Indemnified Party for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, conduct or settlement of such Other Claim. Such Indemnified Party shall cooperate with Originator in connection with any Other Claim resolution, making personnel and books and records (to the extent not inconsistent with any applicable privilege) relevant to the Other Claim available to Originator, and grant such authorizations or powers of attorney to the agents, representatives and counsel of Originator as it may reasonably consider desirable in connection with the defense of any such Other Claim. In the event that it is ultimately determined that Originator does not wish to assume the Indemnifying Party is not obliged defense, conduct or settlement of any Other Claim giving rise to indemnify, defend, or hold harmless an Indemnified Party from and against any ClaimAmount, the Indemnified Party shall reimburse not settle any such Other Claim for an amount in excess of $50,000 without the Indemnifying consent of Originator, which consent shall not be unreasonably withheld. Each Indemnified Party for shall use its reasonable best efforts consistent with sound business practice to defend and mitigate any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in its defense of such Claim.claim giving rise to an Indemnified Amount. ARTICLE VII

Control of Defense. At The Indemnitor shall have the right to conduct ------------------ and control, through counsel of its optionchoosing, the Indemnifying defense, compromise or settlement of any third person claim, action or suit against such Indemnified Party. The Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith; provided, that the -------- Indemnified Party may assume participate, through counsel chosen by it and at its own expense, in the defense of any Claims by giving such claim, action or suit as to which the Indemnitor has so elected to conduct and control the defense thereof. The Indemnitor shall not, without the written notice to consent of the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party (which written consent shall not be construed as an acknowledgment that unreasonably withheld), pay, compromise or settle any such claim, action or suit. No such consent shall be required if, fourteen (14) days following a written request from the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a ClaimIndemnitor, the Indemnified Party shall immediately deliver fail to the Indemnifying Party all original notices acknowledge and documents (including court papers) received by any Indemnified Party agree in connection with the Claim. Subject to clause (c) belowwriting that, if the Indemnifying Party assumes the defense of a Claimsuch claim, the Indemnifying Party action or suit shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by adversely determined, such Indemnified Party in connection with has an obligation to provide indemnification hereunder to such Indemnitor. Notwithstanding the analysis, defense, or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claimforegoing, the Indemnified Party shall reimburse have the Indemnifying right to pay, settle or compromise any such claim, action or suit without such consent; provided that in such event the Indemnified Party shall waive any right to -------- indemnity therefor hereunder unless the Indemnified Party shall have sought the consent of the Indemnitor to such payment, settlement or compromise and such consent is unreasonably withheld, in which event no claim for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in its defense of such Claimindemnity therefor hereunder shall be waived.

Control of Defense. At its optionBuyer (or at Buyer's election, the Indemnifying Party may Acquired Company involved) shall be entitled to assume and control the defense of any Claims by giving written notice Covered Claim with counsel reasonably acceptable to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim NoticeCovered D&O Indemnitee; provided that the assumption Sellers set forth on Part 8.4 of the Sellers Disclosure Schedule shall be entitled to control the defense of the matters (the "EXISTING CLAIMS") set forth thereon to the extent that liability of other defendants to such matters is not disproportionately compromised; and provided further that if (i) Buyer (or at Buyer's election, the Acquired Company involved) has not assumed the defense of a Covered Claim by within thirty (30) days of notice thereof, (ii) Buyer, an Acquired Company or an affiliate of Buyer is also a party to the Indemnifying Party shall not Covered Claim and the Covered D&O Indemnitee determines in good faith after consultation with independent legal counsel that joint representation would be construed as an acknowledgment that inappropriate due to a conflict of interest, or (iii) the Indemnifying Party is liable indemnifying party fails to indemnify any Indemnified Party provide reasonable assurance to the Covered D&O Indemnitee of its financial capacity to defend such Covered Claim and provide indemnification with respect to such Covered Claim in respect of accordance with this Section 8.4, the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it Covered D&O Indemnitee may assert against any Indemnified Party’s assume and control such Covered Claim. Upon assuming The Covered D&O Indemnitee involved in any such Covered Claim shall be permitted to retain and employ such separate legal counsel at its elects, provided that such Covered D&O Indemnitee shall bear the cost (subject to applicable advance or reimbursement as provided above) of such counsel with respect to Covered Claims the defense of a which has been assumed by Buyer (or at Buyer's election, the Acquired Company involved); provided that if Buyer has not so elected to assume and control such defense, Buyer shall bear such cost; and provided further that the Sellers set forth on Part 8.4 of the Sellers Disclosure Schedule shall be entitled to employ the counsel set forth thereon with respect to the defense of the matters set forth thereon and separate counsel (but no more than one firm or counsel with respect to any single proceeding) in the event that the applicable Covered Claim seeks injunctive or similar equitable relief, or damages in excess of $50,000, and in each such case Buyer shall bear such cost. If Buyer has assumed the Covered Claim, the Indemnifying Party may appoint as lead counsel Covered D&O Indemnitee shall have the right to participate in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in its defense of such ClaimCovered Claims.

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Claims Claim by giving written notice to notifying the Indemnified Party in writing within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the . The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party Sobi Indemnitee or ADCT Indemnitee, as applicable, in respect of the such Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any the Indemnified Party’s Claimclaim for indemnification. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such the Claim any legal counsel selected by the Indemnifying Party reasonably acceptable to the Indemnified Party. In the event If the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately promptly deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party Sobi Indemnitee or ADCT Indemnitee, as applicable, in connection with the such Claim. Subject to clause (c) below, if If the Indemnifying Party assumes the defense of a Claim, except as provided in Section 14.3.3 (Right to Participate in Defense), the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party or any Sobi Indemnitee or ADCT Indemnitee, as applicable, in connection with the analysis, defense, defense or settlement of such ClaimClaim unless such legal expenses arise from activities with respect to such analysis, defense or settlement that are specifically requested in writing by the Indemnifying Party to be performed by such Sobi Indemnitee or ADCT Indemnitee (as applicable). In the event that If it is ultimately determined that the Indemnifying Party is not obliged obligated to indemnify, defend, defend or hold harmless an Indemnified Party a Sobi Indemnitee or ADCT Indemnitee, as applicable, from and against any a Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss Losses incurred by the Indemnifying Party in its defense of such Claim.

Control of Defense. At its optionIn the event a Party (the “Indemnified Party”) seeks indemnification under Section 10.1 or Section 10.2, it shall inform the other Party (the “Indemnifying Party’’) of a Claim as soon as reasonably practicable after it receives notice of the Claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Claim as provided in this Section 10.3 shall not relieve the Indemnifying Party may assume the defense of any Claims by giving written notice its indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within […***…] days after is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption Party to assume direction and control of the defense of a the Claim by (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as reasonably requested (at the expense of the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel ) in the defense of such Claim any legal the Claim. If, due to a conflict of interest or other justification arising under the attorneys’ Rules of Professional Responsibility or Canons of Professional Ethics, the Indemnified Party requires its own separate counsel, it will choose counsel selected reasonably satisfactory to the Indemnifying Party and the cost thereof will be borne solely by the Indemnifying Party. In the event If the Indemnifying Party assumes does not assume control of such defense within 15 days after receiving notice of the defense of a Claimclaim from the Indemnified Party, the Indemnified Party shall immediately deliver to control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall, at the sole discretion of the Indemnified Party, either (a) pre-pay to the Indemnified Party the cost of such defense in monetary increments sufficient to keep the Indemnified Party’s counsel paid sixty (60) days in advance for said counsel’s estimated upcoming fees, disbursements and expenses (as estimated in writing by said Indemnified Party’ s counsel) or (b) reimburse the Indemnified Party for all original notices and documents (costs, including court papers) received reasonable attorney fees, incurred by any the Indemnified Party in connection defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The Indemnifying Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the Claim. Subject to clause (c) below, if prior written consent of the Indemnifying Party assumes Party, which, subject only to the defense of a Claimsentence following, shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, the Indemnifying Party shall not be liable agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof (a) that does not include a complete and unconditional release of the Indemnified Party for from all liability with respect thereto, (b) that imposes any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, liability or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, obligation on the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses or (including reasonable attorneys’ fees and costs of suitc) and any Loss incurred that acknowledges fault by the Indemnifying Indemnified Party, without the prior written consent of the Indemnified Party, which in the case of any circumstance described in any of clauses (a), (b) and/or (c) of this sentence, may be withheld in the sole and absolute discretion of the Indemnified Party. If the Parties cannot agree as to the application of Section 10.1 or 10.2 to any claim, pending resolution of the dispute pursuant to Article 11, the Parties may conduct separate defenses of all claims, with the relevant Indemnitee(s) retaining the right to claim indemnification from the other Party in its defense accordance with Section 10.1 or 10.2 upon resolution of such the underlying Claim.

Control of Defense. At its optionIn the event a Party (the “Indemnified Party”) seeks indemnification under Article 10.1 or 10.2, it shall inform the other Party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Article 10.3 shall not relieve the Indemnifying Party may assume the defense of any Claims by giving written notice its indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within […***…] days after is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption Party to assume direction and control of the defense of a Claim by the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel ) in the defense of such Claim any legal counsel selected by the Indemnifying Partyclaim. In the event If the Indemnifying Party assumes does not assume control of such defense within 15 days after receiving notice of the defense of a Claimclaim from the Indemnified Party, the Indemnified Party shall immediately deliver to control such defense and, without limiting the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a ClaimParty’s indemnification obligations, the Indemnifying Party shall not be liable to reimburse the Indemnified Party for any legal expenses subsequently all costs, including reasonable and documented attorney fees, incurred by such the Indemnified Party in connection defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with the analysis, defense, or respect thereto. The Indemnified Party shall not agree to any settlement of such Claim. In action, suit, proceeding or claim without the event that it is ultimately determined that prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party is shall not obliged agree to indemnifyany settlement of such action, defendsuit, proceeding or hold harmless an claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from and against all liability with respect thereto, that imposes any Claim, liability or obligation on the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred or that acknowledges fault by the Indemnifying Indemnified Party without the prior written consent of the Indemnified Party. If the Parties cannot agree as to the application of Article 10.1 or 10.2 to any claim, pending resolution of the dispute pursuant to Article 11, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in its defense accordance with Article 10.1 or 10.2, as applicable, upon resolution of such Claimthe underlying claim.

Control of Defense. At its option, the The Indemnifying Party may assume the defense conduct and control, through counsel of its choosing, any Claims by giving written notice to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party action for which indemnification is liable to indemnify any Indemnified Party in respect of the Claimsought, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes elects to assume the defense of a Claimthereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses of other legal counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the analysisdefense thereof. The Indemnifying Party may settle any action, claim, or suit for which the Indemnified Party is seeking indemnification; provided that the Indemnifying Party shall first give the Indemnified Party advance written notice of any proposed compromise or settlement and such Indemnified Party provides prior written approval, such approval not to be unreasonably conditioned, withheld or delayed. The Parties and their employees shall cooperate fully with each other and their legal representatives in the investigation, defense, prosecution, negotiation, or settlement of any such Claimclaim or suit. Each Party’s indemnification obligations under this ARTICLE 12 shall not apply to amounts paid by an Indemnified Party in settlement of any action with respect to a Third Party claim, if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned, or delayed. In the no event that it is ultimately determined that shall the Indemnifying Party is not obliged to indemnifysettle or xxxxx any Third Party Claim in a manner that would diminish the rights or interests of the Indemnified Party, defendadmit any liability, fault, or hold harmless an guilt by the Indemnified Party from and against any ClaimParty, or obligate the Indemnified Party shall reimburse to make any payment, take any action, or refrain from taking any action, without the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs prior written approval of suit) and any Loss incurred by the Indemnifying Party in its defense of such Claim.Indemnified Party. 254821559 v1

Control of Defense. (A) At its option, the Indemnifying Party may assume the defense of any Claims Third Party Claim by giving written notice to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption Indemnifying Party acknowledges in writing that the Losses resulting from such Third Party Claim are within the scope of indemnified Losses subject to Section 8.1, in the defense case of a Claim by Seller as the Indemnifying Party, or Section 8.2, in the case of Purchaser as the Indemnifying Party; provided, further, that the Indemnifying Party shall not be construed entitled to (A) assume the defense, appeal or settlement of any Third Party Claim if (1) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (2) the Third Party Claim seeks any injunction or equitable relief against any Purchase Indemnitee or Seller Indemnitee, as an acknowledgment that applicable; or (B) maintain control of the defense, appeal or settlement of any Third Party Claim if the Indemnifying Party has failed or is liable failing to indemnify any Indemnified defend in good faith the Third Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of such the Third Party Claim any legal counsel selected by the Indemnifying Party, which shall be reasonably acceptable to the Indemnified Party. In the event the Indemnifying Party assumes the defense of a Third Party Claim, to the extent legally permissible the Indemnified Party shall immediately promptly deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party Purchaser Indemnitee or Seller Indemnitee, as applicable, in connection with the Third Party Claim. Subject to clause (cii) below, if the Indemnifying Party assumes 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 such Indemnified Party or Purchaser Indemnitee or Seller Indemnitee, as applicable, in connection with the analysis, defense, defense or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Third Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in its defense of such Claim.

Control of Defense. At its optionIn the event a Party (the “Indemnified Party”) seeks indemnification under Section 8.1 or 8.2, it shall inform the other Party (the “Indemnifying Party”) of a Claim as soon as reasonably practicable after it receives notice of the Claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Claim as provided in this Section 8.3 shall not relieve the Indemnifying Party may of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of any Claims by giving written notice the Claim (including the right to settle the Claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the Claim. If the Indemnifying Party does not assume control of such defense within […***…] 15 days after receiving notice of the Claim from the Indemnified Party, the Indemnified Party may control such defense and, without limiting the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a Claimindemnification obligations, the Indemnifying Party shall not be liable to reimburse the Indemnified Party for any legal expenses subsequently all costs, including reasonable and documented attorney fees, incurred by such the Indemnified Party in connection defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such Claim and the defense thereof and shall consider recommendations made by the other Party with the analysis, defense, or respect thereto. The Indemnified Party shall not agree to any settlement of such Claim. In Claim without the event that it is ultimately determined that prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party is shall not obliged agree to indemnify, defend, any settlement of such Claim or hold harmless an consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from and against all liability with respect thereto, that imposes any Claim, liability or obligation on the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred or that acknowledges fault by the Indemnifying Indemnified Party without the prior written consent of the Indemnified Party. If the Parties cannot agree as to the application of Section 8.1 or 8.2 to any claim, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in its defense accordance with Section 8.1 or 8.2, as applicable, upon resolution of such Claimthe underlying claim.

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Claims Third Party Claim by giving written notice to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim NoticeNotice with respect thereto; provided that the assumption Indemnifying Party acknowledges in writing that the Losses resulting from such Third Party Claim are within the scope of indemnified Losses subject to Section 8.1, in the defense case of a Claim by Humacyte as the Indemnifying Party, or Section 8.2, in the case of Supplier as the Indemnifying Party; provided, further, that the Indemnifying Party shall not be construed entitled to (i) assume the defense, appeal or settlement of any Third Party Claim that (A) relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (B) seeks any injunction or equitable relief against any Humacyte Indemnitee or Supplier Indemnitee, as an acknowledgment that applicable; or (ii) maintain control of the defense, appeal or settlement of any Third Party Claim if the Indemnifying Party has failed or is liable failing to indemnify any Indemnified defend in good faith the Third Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of such the Third Party Claim any legal counsel selected by the Indemnifying Party that is reasonably acceptable to the Indemnified Party. In the event the Indemnifying Party assumes the defense of a Third Party Claim, to the extent legally permissible the Indemnified Party shall immediately promptly deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party Humacyte Indemnitee or Supplier Indemnitee, as applicable, in connection with the such Third Party Claim. Subject to clause (c) belowSection 8.3.2(b), if the Indemnifying Party assumes 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 such Indemnified Party or Humacyte Indemnitee or Supplier Indemnitee, as applicable, in connection with the analysis, defense, defense or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Third Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in its defense of such Claim.

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Claims by giving written notice to the Indemnified Party within […***…] 30 days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party, which shall be reasonably acceptable to the Indemnified Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged obligated to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss Losses incurred by the Indemnifying Party in its defense of such ClaimClaim with respect to such Indemnified Party.

Control of Defense. At its optionIn the event a Party (the “Indemnified Party”) seeks indemnification under Section 10.1 or 10.2, it shall inform the other Party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 10.3 shall not relieve the Indemnifying Party may assume the defense of any Claims by giving written notice its indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within […***…] days after is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption Party to assume direction and control of the defense of a Claim by the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel ) in the defense of such Claim any legal counsel selected by the Indemnifying Partyclaim. In the event If the Indemnifying Party assumes does not assume control of such defense within 15 days after receiving notice of the defense of a Claimclaim from the Indemnified Party, the Indemnified Party shall immediately deliver to control such defense and, without limiting the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a ClaimParty’s indemnification obligations, the Indemnifying Party shall not be liable to reimburse the Indemnified Party for any legal expenses subsequently all costs, including reasonable attorney fees, incurred by such the Indemnified Party in connection defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with the analysis, defense, or respect thereto. The Indemnified Party shall not agree to any settlement of such Claim. In action, suit, proceeding or claim without the event that it is ultimately determined that prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party is shall not obliged agree to indemnifyany settlement of such action, defendsuit, proceeding or hold harmless an claim or consent to any judgment in respect CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. thereof that does not include a complete and unconditional release of the Indemnified Party from and against all liability with respect thereto, that imposes any Claim, liability or obligation on the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred or that acknowledges fault by the Indemnifying Indemnified Party without the prior written consent of the Indemnified Party. If the Parties cannot agree as to the application of Section 10.1 or 10.2 to any claim, pending resolution of the dispute pursuant to Article 11, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in its defense accordance with Section 10.1 or 10.2, as applicable, upon resolution of such Claimthe underlying claim. The foregoing provisions of this Section 10.4, as applicable to any Claim for which any UC License Indemnitee may be entitled to indemnification under Section 10.1, shall be subject to Section 8.2 of the UC License, and ContraVir agrees to comply with Section 8.2 of the UC License with respect to any Claim for which any UC License Indemnitee may be entitled to indemnification under Section 10.1.

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Claims Third Party Claim by giving written notice to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim NoticeNotice with respect thereto; provided that the assumption Indemnifying Party acknowledges in writing that the Losses resulting from such Third Party Claim are within the scope of indemnified Losses subject to Section 8.1, in the defense case of a Claim by HUMACYTE as the Indemnifying Party, or Section 8.2, in the case of Supplier as the Indemnifying Party; provided, further, that the Indemnifying Party shall not be construed entitled to (i) assume the defense, appeal or settlement of any Third Party Claim that (A) relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (B) seeks any injunction or equitable relief against any HUMACYTE Indemnitee or Supplier Indemnitee, as an acknowledgment that applicable; or (ii) maintain control of the defense, appeal or settlement of any Third Party Claim if the Indemnifying Party has failed or is liable failing to indemnify any Indemnified defend in good faith the Third Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of such the Third Party Claim any legal counsel selected by the Indemnifying Party that is reasonably acceptable to the Indemnified Party. In the event the Indemnifying Party assumes the defense of a Third Party Claim, to the extent legally permissible the Indemnified Party shall immediately promptly deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party HUMACYTE Indemnitee or Supplier Indemnitee, as applicable, in connection with the such Third Party Claim. Subject to clause (c) belowSection 8.3.2(b), if the Indemnifying Party assumes 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 such Indemnified Party or HUMACYTE Indemnitee or Supplier Indemnitee, as applicable, in connection with the analysis, defense, defense or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Third Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in its defense of such Claim.

Control of Defense. At its option(a) If the Indemnifying Party has acknowledged in writing to the Indemnified Party the Indemnifying Party’s responsibility for indemnifying the Indemnified Party for a Third Party Claim under Section 17.1, the Indemnifying Party shall have the right to defend, at its sole cost and expense, such Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party; provided that the Indemnifying Party may assume not enter into any compromise or settlement unless (i) such compromise or settlement includes as an unconditional term thereof, the defense of any Claims giving by giving written notice each claimant or plaintiff to the Indemnified Party within of a release from all liability in respect of such claim; and (ii) the Indemnified Party consents to such compromise or settlement, which consent shall not be unreasonably withheld, conditioned or delayed unless such compromise or settlement (A) involves any admission of legal wrongdoing by the Indemnified Party, (B) involves any payment by the Indemnified Party that is not indemnified hereunder, (C) involves the imposition of any equitable relief against the Indemnified Party, (D) includes […***…], (E) materially affects the Indemnified Party’s rights, interests or obligations (including […***…] days after or, in the Indemnifying Party’s receipt case of an Indemnification Claim Notice; provided that […***…]), or (F) in the assumption case of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim[…***…]. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of such the Third Party Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, and approved by the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a Claim, the Indemnifying Party which approval shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysisunreasonably conditioned, defense, withheld or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in its defense of such Claimdelayed).

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Claims by giving written notice to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the *** Certain Confidential Information Omitted - 51 - Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss Losses incurred by the Indemnifying Party in its defense of such Claim.

Control of Defense. At its optionIn the event a Party (the “Indemnified Party”) seeks indemnification under Section 10.1 or 10.2, it shall inform the other Party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 10.3 shall not relieve the Indemnifying Party may assume the defense of any Claims by giving written notice its indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within […***…] days after is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption Party to assume direction and control of the defense of a Claim by the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel ) in the defense of such Claim any legal counsel selected by the Indemnifying Partyclaim. In the event If the Indemnifying Party assumes does not assume control of such defense within 15 days after receiving notice of the defense of a Claimclaim from the Indemnified Party, the Indemnified Party shall immediately deliver to control such defense and, without limiting the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a ClaimParty’s indemnification obligations, the Indemnifying Party shall not be liable to reimburse the Indemnified Party for any legal expenses subsequently all costs, including reasonable and documented attorney fees, incurred by such the Indemnified Party in connection defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with the analysis, defense, or respect thereto. The Indemnified Party shall not agree to any settlement of such Claim. In action, suit, proceeding or claim without the event that it is ultimately determined that prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party is shall not obliged agree to indemnifyany settlement of such action, defendsuit, proceeding or hold harmless an claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from and against all liability with respect thereto, that imposes any Claim, liability or obligation on the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred or that acknowledges fault by the Indemnifying Indemnified Party without the prior written consent of the Indemnified Party. If the Parties cannot agree as to the application of Section 10.1 or 10.2 to any claim, pending resolution of the dispute pursuant to ARTICLE 11 the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in its defense accordance with Section 10.1 or 10.2, as applicable, upon resolution of such Claimthe underlying claim.

Control of Defense. At its option, the Indemnifying The Party may assume the defense of any Claims by giving entitled to indemnification under this Article 6 (Indemnification) shall give a written notice to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying indemnifying Party of any defenses it Losses that may assert against be subject to indemnification promptly after learning of such Losses (provided, however, that any Indemnified Party’s Claim. Upon assuming failure or delay to notify shall not excuse any obligation of the defense of a Claimindemnifying Party except to the extent such Party is actually prejudiced thereby), and the Indemnifying indemnifying Party may appoint as lead counsel in shall assume (and have control over) the defense of such Claim any legal Losses with [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. counsel selected reasonably satisfactory to the indemnified Party and the indemnified Party shall reasonably cooperate with such defense (at the indemnifying Party’s reasonable expense). If such defense is assumed by the Indemnifying indemnifying Party with counsel so selected, the indemnifying Party shall not settle any claim with respect to such Losses without obtaining the indemnified Party’s prior written consent (but such consent shall not be unreasonably withheld or delayed), and shall not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified Party with respect to such Losses. In For clarity, the event the Indemnifying indemnified Party assumes the defense may freely withhold its consent to a settlement of a Claim, claim with respect to Losses if (a) such settlement does not include a complete release from liability of the Indemnified indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents or if such settlement would involve undertaking an obligation (including court papersthe payment of money by an indemnified Party), (b) received by any Indemnified would bind or impair the indemnified Party in connection with the Claim. Subject to clause or (c) belowincludes any admission of wrongdoing or that any intellectual property or proprietary right of the indemnified Party or this Agreement is invalid, if the Indemnifying Party assumes the defense of a Claim, the Indemnifying narrowed in scope or unenforceable. The indemnified Party shall not be liable to the Indemnified Party settle or compromise any claim for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, or settlement of such Claim. In the event that which it is ultimately determined that entitled to indemnification without obtaining the Indemnifying prior written consent of the indemnifying Party, unless the indemnifying Party is not obliged in breach of its obligation to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in its defense of such Claimdefend hereunder.

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Claims by giving written notice to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the The Indemnifying Party shall have the right, but not be construed as an acknowledgment that the Indemnifying Party obligation, to conduct and control, through counsel of its choosing, any action for which indemnification is liable to indemnify any Indemnified Party in respect of the Claimsought, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes elects to assume the defense of a Claimthereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses of other legal counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the analysisdefense thereof. The Indemnifying Party may settle any action, claim, or suit for which the Indemnified Party is seeking indemnification; provided that the Indemnifying Party shall first give the Indemnified Party advance written notice of any proposed compromise or settlement and such Indemnified Party provides prior written approval, such approval not to be unreasonably conditioned, withheld or delayed. The Parties and their employees shall cooperate fully with each other and their legal representatives in the investigation, defense, prosecution, negotiation, or settlement of any such Claimclaim or suit. Each Party’s indemnification obligations under this ARTICLE 10 shall not apply to amounts paid by an Indemnified Party in settlement of any action with respect to a Third Party claim, if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably conditioned, withheld or delayed. In the no event that it is ultimately determined that shall the Indemnifying Party is not obliged to indemnifysettle or xxxxx any Third Party Claim in a manner that would diminish the rights or interests of the Indemnified Party, defendadmit any liability, fault, or hold harmless an guilt by the Indemnified Party from and against any ClaimParty, or obligate the Indemnified Party shall reimburse to make any payment, take any action, or refrain from taking any action, without the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs prior written approval of suit) and any Loss incurred by the Indemnifying Party in its defense of such ClaimIndemnified Party.

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Claims Third Party Claim subject to indemnification as provided for in Section 9.1 (Indemnification by IRTC) or Section 9.2 (Indemnification by Verily), as applicable, by giving written notice to the Indemnified Party within […***…] 30 days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Third Party Claim, the Indemnified Party must tender sole control of the indemnified portion of the Third Party Claim to the Indemnifying Party, subject to this Section 9.3(b), Section 9.3(d) (Settlement) and the following: (a) the Indemnified Party has the right to approve controlling counsel, such approval not to be unreasonably withheld (and which approval may be withheld or withdrawn if there is a conflict of interest) and (b) the Indemnified Party may appoint as lead its own non-controlling counsel in the defense of the Third Party Claim at its own expense. The Indemnifying Party will defend such Third Party Claim any legal counsel selected by in good faith and the Indemnifying Party. In the event Indemnified Party will provide reasonable cooperation to the Indemnifying Party assumes in defending the Third Party Claim. Should the Indemnifying Party assume the defense of a Claim, the Indemnified Third Party shall immediately deliver Claim (and continue to the Indemnifying defend such Third Party all original notices and documents (including court papers) received by any Indemnified Party Claim in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a Claimgood faith), the Indemnifying Party shall will not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense, or settlement of such the Third Party Claim, unless the Indemnifying Party has failed to assume the defense and engage counsel in accordance with this Section 9.3 (Indemnification Procedures). In the event that it (a) there is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, any delay in providing an Indemnification Claim Notice or hold harmless an Indemnified Party from and against any Claim, (b) the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by does not cooperate with the Indemnifying Party in its defending the Third Party Claim, then in each case (a) or (b), if the delay or omissions materially prejudice the defense of such Third Party Claim, the Indemnifying Party’s obligations under this Section 9.3(b) will be reduced in proportion to the prejudice.

Control of Defense. At its optionIn the event a Party (the “Indemnified Party”) seeks indemnification under Section 12.1 or 12.2, it shall inform the other Party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 12.3 shall not relieve the Indemnifying Party may assume the defense of any Claims by giving written notice its indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within […***…] days after is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption Party to assume direction and control of the defense of a Claim by the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel ) in the defense of such Claim any legal counsel selected by the Indemnifying Partyclaim. In the event If the Indemnifying Party assumes does not assume control of such defense within 15 days after receiving notice of the defense of a Claimclaim from the Indemnified Party, the Indemnified Party shall immediately deliver to control such defense and, without limiting the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a ClaimParty’s indemnification obligations, the Indemnifying Party shall not be liable to reimburse the Indemnified Party for any legal expenses subsequently all reasonable costs, including reasonable attorney fees, incurred by such the Indemnified Party in connection defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with the analysis, defense, or respect thereto. The Indemnified Party shall not agree to any settlement of such Claim. In action, suit, proceeding or claim without the event that it is ultimately determined that prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party is shall not obliged agree to indemnifyany settlement of such action, defend47. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION suit, proceeding or hold harmless an claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from and against all liability with respect thereto, that imposes any Claim, liability or obligation on the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred or that acknowledges fault by the Indemnifying Indemnified Party without the prior written consent of the Indemnified Party. If the Parties cannot agree as to the application of Section 12.1 or 12.2 to any claim, pending resolution of the dispute pursuant to Article 13, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in its defense accordance with Section 12.1 or 12.2, as applicable, upon resolution of such Claimthe underlying claim.

Control of Defense. At its option, the The Indemnifying Party may shall have the right to assume the defense of any Claims Claim by giving written notice to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the . The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any the Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any the Indemnified Party’s Claimclaim for indemnification. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such the Claim any legal counsel selected by the Indemnifying Party; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event the Indemnifying Party assumes the defense of a Claim, upon the Indemnifying Party’s relevant notice the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any the Indemnified Party in connection with the Claim. Subject to clause (c) below, if Should the Indemnifying Party assumes assume the defense of a Claim, except as provided in Section 14.3(c) (Right to Participate in Defense), the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, defense or settlement of such Claimthe Claim unless specifically requested and approved in writing by the Indemnifying Party. In the event that it is ultimately determined that the Indemnifying Party is not obliged obligated to indemnify, defend, defend or hold harmless an the Indemnified Party from and against any the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all reasonable and verifiable out-of-pocket costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in accordance with this ARTICLE 14 (Indemnification; Liability) in its defense of such the Claim.

Control of Defense. At its optionExcept as provided in Section 13.03(c) (Joint Defense), the Indemnifying indemnifying Party may will be entitled to assume and control the defense and settlement of any Claims by giving written such Indemnifiable Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified indemnified Party within […***…] days after of the Indemnifying receipt of such notice from the indemnified Party; provided, however, that the indemnified Party may appoint its own participating non-controlling counsel, at its own expense. The indemnified Party will cooperate with the indemnifying Party in such defense and make available to the indemnifying Party all witnesses, pertinent records, materials and information in the indemnified Party’s receipt of an Indemnification possession or under the indemnified Party’s control relating to the Indemnifiable Claim Notice; provided that the assumption of the defense of a Claim as is reasonably required by the Indemnifying Party shall not be construed as an acknowledgment that indemnifying Party. Similarly, in the Indemnifying event the indemnified Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert defending against any Indemnified Party’s Claim. Upon assuming the defense of a such Indemnifiable Claim, the Indemnifying indemnifying Party may appoint as lead counsel will cooperate with the indemnified Party in such defense and make available to the indemnified Party all witnesses, pertinent records, materials and information in the defense of such indemnifying Party’s possession or under the indemnifying Party’s control relating to the Indemnifiable Claim any legal counsel selected as is reasonably required by the Indemnifying indemnified Party. In the event the Indemnifying No Indemnifiable Claim may be settled prior to a final judgment thereon and no appeal may be foregone by any Party assumes conducting the defense against such Indemnifiable Claim pursuant to this Section without the prior written consent of a Claimthe indemnified Party (which consent will not be unreasonably withheld or delayed), unless the STLA Indemnified Party shall immediately deliver to Parties or the Indemnifying Party all original notices and documents (including court papers) received by any AAI Indemnified Party Parties, as applicable, are released in full in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in its defense of such Claimsettlement.

Control of Defense. At its optionIf, within thirty (30) days after receipt of an Indemnification Notice, the Indemnifying Party may (i) notifies the Indemnitee that it desires to assume the defense of any Claims by giving written notice to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption control of the defense applicable Proceeding and (ii) acknowledges in writing an obligation to indemnify or reimburse fully the Indemnitee and its Related Indemnitees for all Losses arising from the Proceeding for which it is obligated to indemnify the Indemnitee under Section 14.1 or 14.2 as applicable (which acknowledgment shall not be deemed or construed as an admission of a Claim by liability, either under this ARTICLE 14 or otherwise), then, subject to Section 9.6 and Section 14.3(d), the Indemnifying Party shall not be construed as an acknowledgment have the right to defend, settle and otherwise dispose of such Proceeding; provided, however, that if the Indemnifying Party is liable does not have the right to indemnify any Indemnified Party defend, settle or otherwise dispose of such Proceeding, then the Parties shall confer and negotiate in respect good faith to determine whether to enter into a joint defense agreement pursuant to which the Parties shall allocate the respective rights and obligations of the ClaimParties with respect to the control of the Proceeding, nor shall it constitute a waiver by including whether to designate one of the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming Parties as the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying defending Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver that there are two or more Indemnitees that are subject to the Indemnifying Party all original notices and documents (including court paperssame Proceeding, this Section 14.3(b) received by any Indemnified Party shall be construed to apply separately to such Proceeding as it applies to each such Indemnitee, provided that the Parties shall take account of such fact in connection with the Claim. Subject their negotiations pursuant to clause (cthis Section 14.3(b) below, if the Indemnifying Party assumes the defense of a Claim, the Indemnifying Party shall not be liable with respect to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, or control and settlement of such ClaimProceeding as it applies to each such Indemnitee. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all Any out-of-pocket costs and expenses (including reasonable attorneys’ fees and costs of suitfees) and any Loss reasonably incurred by the Indemnifying Party in connection with its defense control of a Proceeding shall constitute Losses with respect to such ClaimProceeding.

Control of Defense. At its optionSubject to Section 10.2, in the Indemnifying Party may assume the defense event of any Claims claim by giving a third party for which indemnification is available under Section 9.3 (a “Third Party Claim”), Lenders’ Representative (on behalf of the Lenders) (“Indemnifying Party”), has the right, exercisable by written notice to the Indemnified Party Buyer within […***…] thirty (30) days after the Indemnifying Party’s of receipt of an Indemnification a Buyer Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable , to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in assume and conduct the defense of such Third Party Claim any legal with counsel selected by the Indemnifying PartyParty and reasonably acceptable to Buyer. In the event If the Indemnifying Party assumes the has assumed such defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party as provided in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a Claimthis Section 9.7(c), the Indemnifying Party shall will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party any Indemnitee in connection with the analysis, defense, or settlement defense of such Third Party Claim. In the event that it is ultimately determined that If the Indemnifying Party is does not obliged assume the defense of such Third Party Claim in accordance with this Section 9.7(c), the Indemnitee may continue to indemnifydefend such Third Party Claim at the sole cost of the Indemnifying Party (subject to the limitations set forth in this Article IX) and the Indemnifying Party may still participate in, defendbut not control, the defense of such Third Party Claim at the Indemnifying Party’s sole cost and expense. The Indemnifying Party will not consent to a settlement of, or hold harmless the entry of any judgment arising from, any such Third Party Claim, without the prior written consent of the Indemnitee (such consent not to be unreasonably withheld, conditioned or delayed). The Indemnitee will not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). Except with the prior written consent of the Indemnitee, no Indemnifying Party, in the defense of any such Third Party Claim, will consent to the entry of any judgment or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the Indemnitee, (ii) contains an Indemnified admission of a violation of any criminal Law or (iii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim or litigation. In any such Third Party from and against any Claim, the Indemnified Party shall reimburse party responsible for the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in its defense of such Third Party Claim (the “Controlling Party”) shall, to the extent reasonably requested by the other party, keep such other party informed as to the status of such Third Party Claim, including all settlement negotiations and offers. With respect to a Third Party Claim for which the Lenders’ Representative is the party responsible for the defense, Buyer shall use all reasonable efforts to make available to the Lenders’ Representative and its representatives all books and records of Buyer and the Company relating to such Third Party Claim and shall cooperate with the Lenders’ Representative in the defense of the Third Party Claim.

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Claims by giving written notice to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the The Indemnifying Party shall have the right, but not be construed as an acknowledgment that the Indemnifying Party obligation, to conduct and control, through counsel of its choosing, any action for which indemnification is liable to indemnify any Indemnified Party in respect of the Claimsought, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes elects to assume the defense of a Claimthereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses of other legal counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the analysisdefense thereof. The Indemnifying Party may settle any action, claim or suit for which the Indemnified Party is seeking indemnification; provided that the Indemnifying Party shall first give the Indemnified Party advance written notice of any proposed compromise or settlement and such Indemnified Party provides prior written approval, such approval not to be unreasonably withheld or delayed. The Parties and their employees shall cooperate fully with each other and their legal representatives in the investigation, defense, prosecution, negotiation, or settlement of any such Claimclaim or suit. Each Party’s indemnification obligations under this ARTICLE 13 shall not apply to amounts paid by an Indemnified Party in settlement of any action with respect to a Third Party claim, if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be withheld unreasonably. In the no event that it is ultimately determined that shall the Indemnifying Party is not obliged to indemnifysettle or axxxx any Third Party Claim in a manner that would diminish the rights or interests of the Indemnified Party, defendadmit any liability, fault or hold harmless an Indemnified Party from and against any Claim, guilt by the Indemnified Party shall reimburse or obligate the Indemnifying Indemnified Party for to make any and all costs and expenses (including reasonable attorneys’ fees and costs payment, take any action, or refrain from taking any action, without the prior written approval of suit) and any Loss incurred by the Indemnifying Party in its defense of such ClaimIndemnified Party.

Control of Defense. At its option, the The Indemnifying Party may assume the defense conduct and control, through counsel of its choosing, any Claims by giving written notice to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party action for which indemnification is liable to indemnify any Indemnified Party in respect of the Claimsought, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes elects to assume the defense of a Claimthereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses of other legal counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the analysisdefense thereof. The Indemnifying Party may settle any action, claim, or suit for which the Indemnified Party is seeking indemnification; provided that the Indemnifying Party shall first give the Indemnified Party advance written notice of any proposed compromise or settlement and such Indemnified Party provides prior written approval, such approval not to be unreasonably conditioned, withheld or - 37 - delayed. The Parties and their employees shall cooperate fully with each other and their legal representatives in the investigation, defense, prosecution, negotiation, or settlement of any such Claimclaim or suit. Each Party’s indemnification obligations under this ARTICLE 12 shall not apply to amounts paid by an Indemnified Party in settlement of any action with respect to a Third Party claim, if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned, or delayed. In the no event that it is ultimately determined that shall the Indemnifying Party is not obliged to indemnifysettle or xxxxx any Third Party Claim in a manner that would diminish the rights or interests of the Indemnified Party, defendadmit any liability, fault, or hold harmless an guilt by the Indemnified Party from and against any ClaimParty, or obligate the Indemnified Party shall reimburse to make any payment, take any action, or refrain from taking any action, without the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs prior written approval of suit) and any Loss incurred by the Indemnifying Party in its defense of such ClaimIndemnified Party.

Control of Defense. At its optionIn the event of any Claim against the InterMune Indemnitees or the Roche Indemnitees (individually, the “Indemnified Party"), the Indemnified Party shall promptly notify to the other Party (the “Indemnifying Party") in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party may seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the right to participate in the defense of any Claims such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving written by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party within […***…] days after of the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable election to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in assume the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any such legal or other expenses subsequently incurred by such the Indemnified Party in connection with the analysis, defense, or settlement defense thereof at the request of such Claimthe Indemnifying Party. In the event that it is ultimately determined that As to those Claims with respect to which the Indemnifying Party is does not obliged elect to indemnify, defend, or hold harmless an Indemnified Party from and against any Claimassume control of the defense, the Indemnified Party shall reimburse will afford the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by an opportunity to participate in such defense at the Indemnifying Party in its defense Party’s own cost and expense, and will not settle or otherwise dispose of such Claimany of the same without the consent of the Indemnifying Party.

Control of Defense. At its option, the Indemnifying Party may assume the defense of any Claims by giving written notice to the Indemnified Party within […***…] thirty (30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any [**] - Indicates certain information has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the redacted portions. Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged obligated to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in its defense of such Claim.

Control of Defense. At its optionUpon receipt of such notice, the Indemnifying Party may elect to assume the defense of any Claims such Third Party Claim, at the expense of the Indemnifying Party, by giving written notice to the Indemnified Party within […***…] twenty (20) days after the Indemnifying Party’s receipt Indemnified Party has provided notice of an Indemnification Claim Noticethe Third Party Claim; provided that the assumption Indemnified Party may participate in such defense at the Indemnified Party’s expense, and the failure of the defense Indemnified Party to give such notice to the Indemnifying Party as herein provided shall not relieve the Indemnifying Party of a Claim by its obligation to indemnify the Indemnified Party except to the extent that the Indemnifying Party shall not be construed as an acknowledgment that have been materially prejudiced in its ability to defend such Third Party Claim. Except with the Indemnifying Party is liable to indemnify any Indemnified Party in respect prior written consent of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the not to be unreasonably withheld, conditioned or delayed, no Indemnifying Party may appoint as lead counsel Party, in the defense of any such Claim Third Party Claim, shall consent to entry of any legal counsel selected judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or purports to obligate the Indemnified Party or requires the payment of any amounts by the Indemnified Party that will not be paid or reimbursed by the Indemnifying Party. In Notwithstanding the foregoing, in the event that the Indemnified Party shall in good faith determine that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party assumes the defense in respect of a such Third Party Claim, the Indemnified Party shall immediately deliver have the right, but not the obligation, at all times to take over and assume control over the Indemnifying defense, settlement, negotiations or Proceedings relating to any such Third Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, ; provided that if the Indemnifying Party assumes the defense of a Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from does so take over and against any Claimassume control, the Indemnified Party shall reimburse not settle such Third Party Claim without the prior written consent of the Indemnifying Party, not to be unreasonably withheld, conditioned or delayed. In all cases, the Parties shall cooperate in the defense of any Third Party for any Claim subject to this Article X and all costs and expenses (including reasonable attorneys’ fees and costs the records of suit) and any Loss incurred by each shall be available to the Indemnifying other with respect to such defense. The Party in its controlling the defense of such ClaimThird Party Claim shall keep the other Party reasonably advised of the status of such Third Party Claim and the defense thereof and shall consider in good faith any reasonable recommendations made by the non-controlling Party with respect thereto.

Control of Defense. At its option(a) In the event a Party seeks indemnification under Section 7.1 or 7.2 (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of a claim, demand, action or proceeding (“Claim”) as soon as reasonably practicable after it receives notice of the Claim, provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Article 7, except to the extent such delay actually and materially prejudices the defense of the Claim. The Indemnifying Party will be entitled to participate in the defense of any Claim that is the subject of a notice given by the Indemnified Party pursuant to this Section 7.3. In addition, the Indemnifying Party may assume will have the right to conduct the defense of any Claims such Claim by giving written notice to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party intends to conduct such defense (a “Defense Notice”), so long as (i) under applicable standards of professional conduct, no conflict of interest on any significant issue related to such defense exists between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand and (ii) the Indemnifying Party conducts the defense of the Claim actively and diligently at the sole cost and expense of the Indemnifying Party (except as otherwise provided herein). During the time the Indemnifying Party is liable to indemnify any Indemnified Party in respect conducting the defense of the Claim, nor the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such Claim. The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Claim without the prior written consent of the Indemnified Party (which consent shall it constitute a waiver not be unreasonably withheld or delayed) unless such judgment, compromise or settlement (x) does not admit liability on the part of the Indemnified Party and (y) provides for the payment by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming money as the defense of a Claim, sole relief for the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in its defense of such Claimclaimant.

Control of Defense. At its optionIn the event a party (the “Indemnified Party”) seeks indemnification under Section 9.1 or 9.2, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 9.3 shall not relieve the Indemnifying Party may assume the defense of any Claims by giving written notice its indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within […***…] days after is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption Party to assume direction and control of the defense of the claim (provided that such claim is solely for monetary damages and the Indemnifying Party agrees to pay all damages relating to such matter, as evidenced in a Claim written confirmation delivered by the Indemnifying Party to the Indemnified Party) using counsel reasonably satisfactory to the Indemnified Party, and shall not be construed cooperate as an acknowledgment that requested (at the expense of the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel ) in the defense of such Claim any legal counsel selected by the Indemnifying Partyclaim. In the event If the Indemnifying Party assumes does not assume control of such defense within 15 days after receiving notice of the defense of a Claimclaim from the Indemnified Party, the Indemnified Party shall immediately deliver to control such defense and, without limiting the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a ClaimParty’s indemnification obligations, the Indemnifying Party shall not be liable to reimburse the Indemnified Party for any legal expenses subsequently all costs, including reasonable attorney fees, incurred by such the Indemnified Party in connection defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The party not controlling such defense may participate therein at its own expense. The party controlling such defense shall keep the other party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other party with the analysis, defense, or respect thereto. The Indemnified Party shall not agree to any settlement of such Claim. In action, suit, proceeding or claim without the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs prior written consent of suit) and any Loss incurred by the Indemnifying Party in its defense of such Claim.the

Control of Defense. At its optionIn the event a Party (the “Indemnified Party”) seeks indemnification under Section 10.1 or Section 10.2, it shall inform the other Party (the “Indemnifying Party”) of a Claim as soon as reasonably practicable after it receives notice of the Claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Claim as provided in this Section 10.3 shall not relieve the Indemnifying Party may assume the defense of any Claims by giving written notice its indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within […***…] days after is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption Party to assume direction and control of the defense of a the Claim by (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as reasonably requested (at the expense of the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel ) in the defense of such Claim any legal the Claim. If, due to a conflict of interest or other justification arising under the attorneys’ Rules of Professional Responsibility or Canons of Professional Ethics, the Indemnified Party requires its own separate counsel, it will choose counsel selected reasonably satisfactory to the Indemnifying Party and the cost thereof will be borne solely by the Indemnifying Party. In the event If the Indemnifying Party assumes does not assume control of such defense within 15 days after receiving notice of the defense of a Claimclaim from the Indemnified Party, the Indemnified Party shall immediately deliver to control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall, at the sole discretion of the Indemnified Party, either (a) pre-pay to the Indemnified Party the cost of such defense in monetary increments sufficient to keep the Indemnified Party’s counsel paid sixty (60) days in advance for said counsel’s estimated upcoming fees, disbursements and expenses (as estimated in writing by said Indemnified Party’s counsel) or (b) reimburse the Indemnified Party for all original notices and documents (costs, including court papers) received reasonable attorney fees, incurred by any the Indemnified Party in connection defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The Indemnifying Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the Claim. Subject to clause (c) below, if prior written consent of the Indemnifying Party assumes Party, which, subject only to the defense of a Claimsentence following, shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, the Indemnifying Party shall not be liable agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof (a) that does not include a complete and unconditional release of the Indemnified Party for from all liability with respect thereto, (b) that imposes any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense, liability or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, obligation on the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses or (including reasonable attorneys’ fees and costs of suitc) and any Loss incurred that acknowledges fault by the Indemnifying Indemnified Party, without the prior written consent of the Indemnified Party, which in the case of any circumstance described in any of clauses (a), (b) and/or (c) of this sentence, may be withheld in the sole and absolute discretion of the Indemnified Party. If the Parties cannot agree as to the application of Section 10.1 or 10.2 to any claim, pending resolution of the dispute pursuant to Article 11, the Parties may conduct separate defenses of all claims, with the relevant Indemnitee(s) retaining the right to claim indemnification from the other Party in its defense accordance with Section 10.1 or 10.2 upon resolution of such the underlying Claim.

Control of Defense. At its option, the The Indemnifying Party may assume shall have the defense of any Claims right, exercisable by giving written notice to the Indemnified Party within […***…] thirty (30) days after the Indemnifying Party’s of receipt of an Indemnification Claim Notice; provided that a notice from the assumption Indemnified Party of the defense commencement or assertion of a Claim by the Indemnifying any Third-Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in to assume and conduct the defense of such Third-Party Claim any (if such Third-Party Claim seeks only monetary damages) in accordance with the limits set forth in this Agreement with legal counsel of national standing selected by the Indemnifying Party; provided, however, that the then-available Escrow Amount is sufficient to satisfy the amount of any adverse monetary judgment or settlement that is reasonably likely to result. In the event If the Indemnifying Party assumes does not assume the defense of a ClaimThird-Party Claim in accordance with this Section 8.1(c)(ii), the Indemnified Party shall immediately deliver may continue to defend the Third-Party Claim. If the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes has assumed the defense of a ClaimThird-Party Claim as provided in this Section 8.1(c)(ii), the Indemnifying Party shall will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such the Indemnified Party in connection with the analysisdefense thereof; provided, defensehowever, or settlement of such Claim. In the event that it is ultimately determined that if (A) the Indemnifying Party is not obliged fails to indemnify, defendtake reasonable steps necessary to defend diligently such Third-Party Claim, or hold harmless (B) an unwaivable conflict of interest exists between the Indemnified Party and the Indemnifying Party, the Indemnified Party may assume the defense of such Third-Party Claim and retain separate counsel at the expense of the Indemnifying Party. The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control), at its own expense, the defense of any Third-Party Claim which the other is defending as provided in this Agreement. The Indemnifying Party, if it shall have assumed the defense of any Third-Party Claim as provided in this Agreement, shall not, without the written consent of the Indemnified Party (such consent not to be unreasonably withheld), consent to a settlement of, or the entry of judgment arising from, any such Third-Party Claim which (A) does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a complete release from and against all Losses in respect of such Third-Party Claim, or (B) grants any Claiminjunctive or equitable relief. Subject to the written consent of the Indemnifying Party (such consent not to be unreasonably withheld), the Indemnified Party shall reimburse have the Indemnifying right to settle any Third-Party for any and all costs and expenses (including reasonable attorneys’ fees and costs Claim, the defense of suit) and any Loss incurred which has not been assumed by the Indemnifying Party Party. If the Sellers’ Representative (in its defense capacity as such) is the Indemnifying Party, the reasonable expenses of such Claimthe Sellers’ Representative incurred in defending a Third-Party Claim (or any participation in a Third-Party Claim that could result in Losses to the Sellers’ Representative (in its capacity as such)) shall be the responsibility of the Sellers’ Representative and shall not be deducted from the Escrow Amount.

Control of Defense. At its optionIn the event a party (the “Indemnified Party”) seeks indemnification under Section 10.1 or 10.2, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 10.3 shall not relieve the Indemnifying Party may assume the defense of any Claims by giving written notice its indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within […***…] days after is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption Party to assume direction and control of the defense of a Claim by the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel ) in the defense of such Claim any legal counsel selected by the Indemnifying Partyclaim. In the event If the Indemnifying Party assumes does not assume control of such defense within 15 days after receiving notice of the defense of a Claimclaim from the Indemnified Party, the Indemnified Party shall immediately deliver to control such defense and, without limiting the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a ClaimParty’s indemnification obligations, the Indemnifying Party shall not be liable to reimburse the Indemnified Party for any legal expenses subsequently all costs, including reasonable attorney fees, incurred by such the Indemnified Party in connection defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The party not controlling such defense may participate therein at its own expense. The party controlling such defense shall keep the other party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other party with the analysis, defense, or respect thereto. The Indemnified Party shall not agree to any settlement of such Claim. In action, suit, proceeding or claim without the event that it is ultimately determined that prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party is shall not obliged agree to indemnifyany settlement of such action, defendsuit, proceeding or hold harmless an claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from and against all liability with respect thereto, that imposes any Claim, liability or obligation on the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred or that acknowledges fault by the Indemnifying Indemnified Party in its defense without the prior written consent of the Indemnified Party. If the parties cannot agree as to the application of Section 10.1 or 10.2 to any claim, pending resolution of the dispute pursuant to Article 11, the parties may conduct separate defenses of such Claimclaims, with each party retaining the right to claim indemnification from the other party in accordance with Section 10.1 or 10.2, as applicable, upon resolution of the underlying claim.

Control of Defense. At An Indemnifying Party may elect to control the defense of (and unless the Indemnifying Party has specified any reservations or exceptions, seek to settle or compromise), at its optionown expense and with its own counsel, any Third Party Claim; provided, that, prior to the Indemnifying Party assuming and controlling defense of such Third Party Claim, it shall first confirm to the Indemnified Party in writing that, assuming the facts presented to the Indemnifying Party by the Indemnified Party being true, the Indemnifying Party may assume shall indemnify the defense Indemnified Party for any such Damages to the extent resulting from, or arising out of, such Third Party Claim; provided, further, that the Indemnifying Party shall not be entitled to control of any Claims by giving Third Party Claim in respect of any matter involving potential criminal liability or that seeks as the primary remedy the imposition of an injunction, restraining order or other equitable relief that, if granted, would be binding upon the Indemnified Party or any member of its Group. Within thirty (30) days after the receipt of a notice from an Indemnified Party in accordance with Section 4.06(a) (or sooner, if the nature of the Third Party Claim so requires), the Indemnifying Party shall provide written notice to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption of the defense of a Claim by indicating whether the Indemnifying Party shall not be construed as an acknowledgment that assume responsibility for defending the Indemnifying Third Party is liable to indemnify any Indemnified Party in respect of the Claim, nor which written notice shall it constitute a waiver by the Indemnifying Party of specify any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected reservations or exceptions by the Indemnifying Party. In the event the If an Indemnifying Party assumes elects not to assume responsibility for defending any Third Party Claim or fails to notify an Indemnified Party of its election within thirty (30) days after receipt of the notice from an Indemnified Party as provided in Section 4.06(a), then the Indemnified Party that is the subject of such Third Party Claim shall be entitled to continue to conduct and control the defense of such Third Party Claim. Notwithstanding an election by an Indemnifying Party to defend a ClaimThird Party Claim pursuant to this Section 4.06(a), the Indemnified Party shall immediately deliver may, upon written notice to the Indemnifying Party, elect to take over the defense of such Third Party all original notices and documents Claim (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if although the Indemnifying Party assumes the defense of a Claim, the Indemnifying Party shall may continue to participate but not be liable to the Indemnified Party for any legal expenses subsequently incurred by control such Indemnified Party in connection with the analysis, defense, or settlement of such Claim. In the event that it is ultimately determined that ) if (i) the Indemnifying Party is not obliged to indemnifydefending such Third Party Claim diligently or in good faith, defend, or hold harmless an Indemnified Party from and against any Claim, (ii) the Indemnified Party shall reimburse and the Indemnifying Party for any and all costs and expenses have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, (including reasonable attorneys’ fees and costs of suitiii) and any Loss incurred by the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in its defense bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, (iv) there occurs a change of such Claimcontrol of the Indemnifying Party, or (v) either of the sets of facts described in the second proviso of the first sentence hereof becomes true (doe to change of circumstances).

Control of Defense. At The Indemnifying Party shall undertake full responsibility for the defense of any Third-Party Claim which, if successful, would result in an obligation of indemnity under this Article 11. Such defense will be conducted by reputable attorneys retained by the Indemnifying Party at the Indemnifying Party’s cost and expense, but the Indemnified Party will have the right to participate in such proceedings and to be separately represented by attorneys of its option, own choosing. The Indemnified Party will be responsible for the costs of such separate representation. The Indemnifying Party may contest or settle any such Third-Party Claim on such terms as the Indemnifying Party may assume the defense of any Claims by giving written notice to the Indemnified Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice; choose, provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of will not have the Claimright, nor shall it constitute a waiver by without the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming written consent, such consent not to be unreasonably withheld, to consent to the defense entry of any judgment or enter into any settlement with respect to any Third-Party Claim if such settlement (i) arises from or is part of any criminal action, suit or proceeding, (ii) contains a Claimstipulation to, confession of judgment with respect to, or admission or acknowledgment of, any liability or wrongdoing on the Indemnifying Party may appoint as lead counsel in part of the defense of such Claim any legal counsel selected by the Indemnifying Indemnified Party. In the event the Indemnifying Party assumes the defense of a Claim, (iii) provides for injunctive relief, or other relief or finding other than money damages, which is binding on the Indemnified Party shall immediately deliver to and would have a Material Adverse Effect on the Indemnifying Party all original notices and documents Indemnified Party, or (including court papersv) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense does not contain an unconditional release of a Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with respect to the analysis, defense, or settlement of such Claim. In the event that it is ultimately determined that the Indemnifying Party is not obliged to indemnify, defend, or hold harmless an Indemnified Party from and against any Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred by the Indemnifying Party in its defense of such Claimsettled matter.

Control of Defense. At its optionIn the event a Party (the “Indemnified Party”) seeks indemnification under Section 12.1 or Section 12.2, it shall inform the other Party (the “Indemnifying Party”) of a Claim as soon as reasonably practicable after it receives notice of the Claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 12.3 shall not relieve the Indemnifying Party may assume the defense of any Claims by giving written notice its indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within […***…] days after is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption Party to assume direction and control of the defense of a the Claim by (including the right to settle the Claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel ) in the defense of such Claim any legal counsel selected by the Indemnifying PartyClaim. In the event If the Indemnifying Party assumes does not assume control of such defense within [**] days after receiving notice of the defense of a ClaimClaim from the Indemnified Party, the Indemnified Party shall immediately deliver to control such defense and, without limiting the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a ClaimParty’s indemnification obligations, the Indemnifying Party shall not be liable to reimburse the Indemnified Party for any legal expenses subsequently all 71. costs, including reasonable attorney fees, incurred by such the Indemnified Party in connection defending itself within [**] days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with the analysis, defense, or respect thereto. The Indemnified Party shall not agree to any settlement of such Claim. In action, suit, proceeding or claim without the event that it is ultimately determined that prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party is shall not obliged agree to indemnifyany settlement of such action, defendsuit, proceeding or hold harmless an claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from and against all liability with respect thereto, that imposes any Claim, liability or obligation on the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred or that acknowledges fault by the Indemnifying Indemnified Party in its defense without the prior written consent of such Claimthe Indemnified Party.

Control of Defense. At its optionIn the event a Party (the “Indemnified Party”) seeks indemnification under Section 10.1 or 10.2, it shall inform the other Party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 10.3 shall not relieve the Indemnifying Party may assume the defense of any Claims by giving written notice its indemnification obligation under this Agreement except and only to the Indemnified extent that such Indemnifying Party within […***…] days after is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party’s receipt of an Indemnification Claim Notice; provided that the assumption Party to assume direction and control of the defense of a Claim by the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s Claim. Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel ) in the defense of such Claim any legal counsel selected by the Indemnifying Partyclaim. In the event If the Indemnifying Party assumes does not assume control of such defense within 15 days after receiving notice of the defense of a Claimclaim from the Indemnified Party, the Indemnified Party shall immediately deliver to control such defense and, without limiting the Indemnifying Party all original notices and documents (including court papers) received by any Indemnified Party in connection with the Claim. Subject to clause (c) below, if the Indemnifying Party assumes the defense of a ClaimParty’s indemnification obligations, the Indemnifying Party shall not be liable to reimburse the Indemnified Party for any legal expenses subsequently all costs, including reasonable attorney fees, incurred by such the Indemnified Party in connection defending itself within 30 days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with the analysis, defense, or respect thereto. The Indemnified Party shall not agree to any settlement of such Claim. In action, suit, proceeding or claim without the event that it is ultimately determined that prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party is shall not obliged agree to indemnifyany settlement of such action, defendsuit, proceeding or hold harmless an claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from and against all liability with respect thereto, that imposes any Claim, liability or obligation on the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss incurred or that acknowledges fault by the Indemnifying Indemnified Party without the prior written consent of the Indemnified Party. If the Parties cannot agree as to the application of Section 10.1 or 10.2 to any claim, pending resolution of the dispute pursuant to Article 11, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in its defense accordance with Section 10.1 or 10.2, as applicable, upon resolution of such Claimthe underlying claim.

Control of Defense. At its option, the An Indemnifying Party may assume the defense of any Claims elect (but shall not be required) to defend (and seek to settle or compromise), at such Indemnifying Party’s own expense and by giving written notice such Indemnifying Party’s own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any Third-Party within […***…] days after the Indemnifying Party’s receipt of an Indemnification Claim NoticeClaim; provided that the assumption of the defense of a Claim by the Indemnifying Party shall not be construed as entitled to defend such Third-Party Claim and shall pay the reasonable and documented out-of-pocket fees and expenses of one separate counsel for each Indemnified Party if the claim for indemnification relates to or arises in connection with any criminal action, indictment or allegation or if such Third-Party Claim seeks an acknowledgment that the Indemnifying Party is liable to indemnify injunction or equitable relief against any Indemnified Party in respect of the Claim, nor shall it constitute a waiver by the (and not any Indemnifying Party or any of any defenses it may assert against any Indemnified Party’s Claimits Affiliates). Upon assuming Within thirty (30) days after the defense receipt of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of such Claim any legal counsel selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by any notice from an Indemnified Party in connection accordance with the Claim. Subject to clause Section 6.6(a) (c) belowor sooner, if the Indemnifying nature of such Third-Party assumes the defense of a ClaimClaim so requires), the Indemnifying Party shall not be liable notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions to its defense. After notice from an Indemnifying Party to the Indemnified Party for any legal expenses subsequently incurred by of its election to assume the defense of a Third-Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in connection with (but not control) the analysisdefense, defensecompromise, or settlement thereof, but the fees and expenses of such Claim. In counsel shall be the expense of such Indemnified Party; provided, however, in the event that it is ultimately determined that the Indemnifying Party is not obliged has elected to indemnifyassume the defense of the Third-Party Claim but has specified, defendand continues to assert, any reservations or hold harmless an exceptions in such notice, then, in such case, the reasonable and documented out-of-pocket fees and expenses of one separate counsel for all Indemnified Parties shall be borne by the Indemnifying Party; provided, further, that the Indemnifying Party from will pay the reasonable and against any Claimdocumented out-of-pocket fees and expenses of such separate counsel if, based on the reasonable opinion of legal counsel to the Indemnified Party, a conflict or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs which makes representation of suit) and any Loss incurred by the Indemnifying Party in its defense both parties inappropriate under applicable standards of such Claimprofessional conduct.