Common use of 3Indemnification Procedures Clause in Contracts

3Indemnification Procedures. (a) The Indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification under this Article VII, it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim. (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article VII, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the Indemnified Party unless it includes a full and unconditional release of the Indemnified Party from such claim; provided, further, that no such settlement containing any form of injunctive or similar relief shall be entered into without the prior written consent of the Indemnified Party, which consent shall not be unreasonably delayed or withheld. (c) The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party with respect to all aspects of the defense of and pursuit of any counterclaims relating to any claims covered by the indemnification under this Article VII, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense and counterclaims, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 7.3. The obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this Article VII; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense or counterclaim, but the Indemnifying Party shall have the right to retain sole control over such defense and counterclaims so long as the Indemnified Party is still seeking indemnification hereunder. (d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party as a result of such claim and (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Persons. (e) The indemnification required under this Agreement shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or Loss is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an Indemnifying Party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Losses.

3Indemnification Procedures. (a) The Indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification claiming indemnity under this Article VII9 (Indemnification; Insurance; Limitation of Liability) (the “Indemnified Party”) will give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of the claim, it suit, proceeding or cause of action for which indemnity is being sought (“Claim”). The Indemnifying Party’s obligation to defend, indemnify, and hold harmless pursuant to Section 9.1 (Indemnification by Coherus) or Section 9.2 (Indemnification by Apotex), as applicable, will provide notice thereof be reduced to the extent the Indemnified Party’s delay in writing providing notification pursuant to the previous sentence results in actual prejudice to the Indemnifying Party, specifying the nature of and specific basis for such claim. (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article VII, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no the failure by an Indemnified Party to give such settlement shall be entered into without notice or otherwise meet its obligations under this Section 9.3 (Indemnification Procedures) will not relieve the consent Indemnifying Party of its indemnification obligation under this Agreement. At its option, the Indemnifying Party may assume the defense and have exclusive control, at its own expense, of any Claim for which indemnity is being sought by giving written notice to the Indemnified Party unless it includes a full and unconditional release within [***] after receipt of the notice of the Claim. The assumption of defense of the Claim will not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party from in respect of the Claim, nor will it constitute waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. The Indemnified Party will provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense. The Indemnified Party may participate in and monitor such claimdefense with counsel of its own choosing at its sole expense; provided, furtherhowever, that no such settlement containing the Indemnifying Party ​ ​ ​ will have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party will not settle any form of injunctive or similar relief shall be entered into Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. The Indemnified Party will not settle any such Claim without the prior written consent of the Indemnifying Party, which consent shall will not be unreasonably delayed or withheld. (c) The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with . If the Indemnifying Party with respect to all aspects of does not assume and conduct the defense of and pursuit of any counterclaims relating to any claims covered by the indemnification under this Article VIIClaim as provided above, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that (a) the Indemnified Party may receivedefend against, permitting and consent to the name entry of any judgment or enter into any settlement with respect to the Claim in any manner the Indemnified Party to be utilized in connection with such defense may deem reasonably appropriate (and counterclaimsthe Indemnified Party need not consult with, the making available to or obtain any consent from, the Indemnifying Party of any filesin connection therewith), records or other information of and (b) the Indemnified Party that the Indemnifying Party considers relevant reserves any right it may have under this Article 9 (Indemnification; Insurance; Limitation of Liability) to such defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of obtain indemnification from the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 7.3. The obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this Article VII; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense or counterclaim, but the Indemnifying Party shall have the right to retain sole control over such defense and counterclaims so long as the Indemnified Party is still seeking indemnification hereunder. (d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party as a result of such claim and (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Persons. (e) The indemnification required under this Agreement shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or Loss is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an Indemnifying Party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Losses.

3Indemnification Procedures. (a) The Indemnified Party agrees Any party that within a reasonable period proposes to assert the right to be indemnified under this Section 6 shall, promptly after receipt of time after it becomes aware notice of facts giving rise to commencement of any action against such party in respect of which a claim for indemnification is to be made against an indemnifying party or parties under this Article VIISection 6, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that it will provide notice thereof in writing may have to any indemnified party under the foregoing provisions of this Section 6 unless, and only to the Indemnifying Partyextent that, specifying such omission results in the nature forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and specific basis it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for such claim. (b) any legal or other expenses except as provided below and except for the reasonable out-of-pocket costs of investigation subsequently incurred by the indemnified party in connection with the defense. The Indemnifying Party shall indemnified party will have the right to control all aspects employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (and any counterclaims with respect toii) any claims brought against the Indemnified Party indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are covered different from or in addition to those available to the indemnifying party, (iii) the indemnified party has reasonably concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party), (iv) the indemnifying party does not diligently defend the action after assumption of the defense, or (v) the indemnifying party has not in fact employed counsel satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnification under this Article VII, including, without limitation, the selection of counsel, determination of whether to appeal indemnifying party promptly as they are incurred. An indemnifying party shall not be liable for any decision settlement of any court and the settling of any such action or claim effected without its written consent (which consent will not be unreasonably withheld or any matter or any issues relating thereto; provideddelayed). No indemnifying party shall, however, that no such settlement shall be entered into without the consent of the Indemnified Party unless it includes a full and unconditional release of the Indemnified Party from such claim; provided, further, that no such settlement containing any form of injunctive or similar relief shall be entered into without the prior written consent of each indemnified party, settle or compromise or consent to the Indemnified Party, which consent shall not be unreasonably delayed or withheld. (c) The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party with respect to all aspects of the defense of and pursuit entry of any counterclaims judgment in any pending or threatened claim, action or proceeding relating to any claims covered the matters contemplated by the indemnification under this Article VII, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense and counterclaims, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 7.3. The obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall 6 (whether or not be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this Article VII; providedindemnified party is a party thereto), howeverunless (x) such settlement, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense compromise or counterclaim, but the Indemnifying Party shall have the right to retain sole control over such defense and counterclaims so long as the Indemnified Party is still seeking indemnification hereunder. (d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by consent (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net includes an unconditional release of any incremental insurance premium each indemnified party from all liability arising or that becomes due and payable by the Indemnified Party as a result may arise out of such claim claim, action or proceeding and (ii) all amounts recovered does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, and (y) the Indemnified Party under contractual indemnities from third Persons. (e) The indemnifying party confirms in writing its indemnification required under this Agreement obligations hereunder with respect to such settlement, compromise or judgment. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be made by periodic payments liable for any settlement of the amount thereof during the course nature contemplated by Section 6(a) effected without its written consent if (A) such settlement is entered into more than 45 days after receipt by such indemnifying party of the investigation or defenseaforesaid request, within 10 days as and when reasonably specific bills are (B) such indemnifying party shall have received or Loss is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an Indemnifying Party by reason notice of the provisions terms of this Agreement, the amount such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other not have reimbursed such indemnified party related in accordance with such request prior to the Lossesdate of such settlement.

3Indemnification Procedures. The Party claiming indemnity under this Article 11 (aIndemnification) (the “Indemnified Party”) shall give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim”). The Indemnified Party agrees that within a shall provide the Indemnifying Party with reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification under this Article VIIassistance, it will provide notice thereof in writing to at the Indemnifying Party’s expense, specifying in connection with the nature defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and specific basis for monitor such claim. (b) The defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right to control all aspects of assume and conduct the defense of (and the Claim with counsel of its choice. The Indemnifying Party shall not settle any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article VII, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the Indemnified Party unless it includes a full and unconditional release of the Indemnified Party from such claim; provided, further, that no such settlement containing any form of injunctive or similar relief shall be entered into Claim without the prior written consent of the Indemnified Party, which consent shall not to be unreasonably delayed or withheld. (c) The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with , unless the settlement involves only the payment of money. So long as the Indemnifying Party with respect to all aspects is actively defending the Claim in good faith, the Indemnified Party shall not settle any such Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of and pursuit of any counterclaims relating to any claims covered by the indemnification under this Article VIIClaim as provided above, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that (a) the Indemnified Party may receivedefend against, permitting and consent to the name entry of any judgment or enter into any settlement with respect to, the Claim in any manner the Indemnified Party to be utilized in connection with such defense may deem reasonably appropriate (and counterclaimsthe Indemnified Party need not consult with, the making available to or obtain any consent from, the Indemnifying Party of any filesin connection therewith), records or other information of the Indemnified Party that and (b) the Indemnifying Party considers relevant will remain responsible to such defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 7.3. The obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this Article VII; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense or counterclaim, but the Indemnifying Party shall have the right to retain sole control over such defense and counterclaims so long as the Indemnified Party is still seeking indemnification hereunder. (d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by indemnify the Indemnified Party as a result of such claim and provided in this Article 11 (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third PersonsIndemnification). (e) The indemnification required under this Agreement shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or Loss is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an Indemnifying Party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Losses.

3Indemnification Procedures. (a) The Indemnified Party agrees In the event that within a reasonable period of time after it becomes aware of facts giving rise to a claim for Romeg Indemnitee or Licensee Indemnitee seeks indemnification under this Article VIISection 10, it will provide such Party seeking indemnification (the “Indemnified Party”) shall give reasonably prompt written notice thereof in writing to the other Party (the “Indemnifying Party, ”) specifying the nature of and specific facts constituting the basis for such claimclaim in reasonable detail and the amount, to the extent known, of the claim asserted; provided, however, that the right of an Indemnified Party to be indemnified hereunder shall not be adversely affected by a failure to give such notice unless, and then only to the extent that, an Indemnifying Party is actually damaged thereby. (b) Except as otherwise provided in this Section 10.3, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party (a “Defense Notice”) within thirty (30) days after receipt from the Indemnified Party of notice of a claim, and using counsel reasonably satisfactory to the Indemnified Party, to investigate, contest or settle such indemnified claim, provided that the Indemnifying Party has unconditionally acknowledged to the Indemnified Party in writing its obligation to indemnify the persons to be indemnified hereunder with respect to such indemnified claim and to discharge any cost or expense arising out of such investigation, contest or settlement. The Indemnified Party may thereafter participate in (but not control) the defense of any such indemnified claim with its own counsel at its own expense, unless separate representation is necessary to avoid a clear conflict of interest, in which case such representation shall be at the expense of the Indemnifying Party. In the event that the Indemnifying Party shall fail to give the Defense Notice within said thirty (30) day period, (i) the Indemnified Party shall be entitled to have the control over said defense and settlement of the subject claim, (ii) the Indemnifying Party will cooperate with and make available to the Indemnified Party such assistance and materials as it may reasonably request, and (iii) the Indemnifying Party shall have the right at its expense to control participate in the defense assisted by counsel of its own choosing, and the Indemnifying Party, if it is required to provide indemnification under this Agreement, will be liable for all aspects of costs and settlement amounts paid or incurred in connection therewith. (c) In the event that the Indemnifying Party delivers a Defense Notice with respect to such indemnified claim within thirty (30) days after receipt thereof and thereby elects to conduct the defense of the subject claim, (and any counterclaims with respect toi) any claims brought against the Indemnifying Party shall be entitled to have control over said defense and, subject to the provisions set forth below, settlement of the subject claim, (ii) the Indemnified Party that are covered by will cooperate with and make available to the indemnification under this Article VIIIndemnifying Party such assistance and materials as it may reasonably request, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of (iii) the Indemnified Party unless it includes a full and unconditional release shall have the right at its own expense to participate in the defense assisted by counsel of its own choosing. In such an event, the Indemnified Indemnifying Party from such claim; provided, further, that no such settlement containing any form of injunctive or similar relief shall be entered into will not settle the subject claim without the ​ ​ prior written consent of the Indemnified Party, which consent shall not be unreasonably delayed unless (A) there is no finding or withheld. admission of any violation of Law or any violation of the rights of any Person, (cB) The the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (C) the Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party will have no liability with respect to any compromise or settlement of such indemnified claims effected without its consent, and if clauses (A), (B) and (C) of this sentence are all aspects of the defense of and pursuit of any counterclaims relating true with respect to any claims covered by the indemnification under this Article VII, including, without limitationindemnified claim, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name consent of the Indemnified Party to be utilized in connection with such defense and counterclaims, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 7.3. The obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not be construed as imposing upon the Indemnified Party an obligation to hire and pay required for counsel in connection with the defense of any claims and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this Article VII; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense or counterclaim, but the Indemnifying Party shall have the right to retain sole control over such defense and counterclaims so long as the Indemnified Party is still seeking indemnification hereundersettlement thereof. (d) In determining Notwithstanding anything to the amount contrary contained in this Section 10.3, the Indemnifying Party shall not be entitled to control, but may participate in, and the Indemnified Party shall be entitled to have sole control, including the right to select defense counsel, over the defense or settlement of any lossclaim (i) that seeks a temporary restraining order, costa preliminary or permanent injunction or specific performance against the Indemnified Party or that seeks a remedy, damage action or expense consequence other than monetary damages, (ii) that involves criminal allegations against the Indemnified Party or (iii) that imposes liability on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification under this Agreementhereunder. In such event, the gross amount of the indemnification Indemnifying Party will still be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by subject to its obligations hereunder but the Indemnified Party as a result of such will not settle the subject claim and (ii) all amounts recovered by without the Indemnified Party under contractual indemnities from third Persons. (e) The indemnification required under this Agreement shall be made by periodic payments prior written consent of the amount thereof during the course of the investigation Indemnifying Party, which consent will not be unreasonably withheld, conditioned or defense, within 10 days as and when reasonably specific bills are received or Loss is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an Indemnifying Party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Lossesdelayed.

3Indemnification Procedures. The indemnification obligations and liabilities of Buyer and the Stockholder under this Agreement shall be subject to the following terms and conditions: (a) The Any Person seeking indemnification under this 0 (the “Indemnified Party”) shall promptly give written notice to the party or parties from whom indemnification is sought (the “Indemnitor”) of any claim or claims, whether a Third Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to Claim (as defined in Section 0 below) or a claim for indemnification for any matter not involving a Third Party Claim (a “Direct Claim”), which might give rise to an indemnification claim under this Article VII0 against such party, it will provide notice thereof in writing stating the nature and basis of such claim and the amounts thereof, to the Indemnifying Partyextent known (a “Claim Notice”); provided, specifying that the nature failure to give such notice shall not relieve the Indemnitor of and specific basis for its obligations hereunder except to the extent it shall have been materially prejudiced by such claimfailure. (b) The Indemnifying Subject to Section 0 below, the Indemnified Party shall have the right to control all aspects conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit (a “Third Party Claim”) against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder, and in any such case, the Indemnitor 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 Indemnified Party in connection therewith; provided, that the Indemnitor may participate, through counsel chosen by it and at its own expense, in the defense of (and any counterclaims with respect to) any claims brought against such Third Party Claim as to which the Indemnified Party that are covered by has so elected to conduct and control the indemnification under this Article VII, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court defense thereof; and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the Indemnified Party unless it includes a full and unconditional release of the Indemnified Party from such claim; provided, further, that no such settlement containing any form of injunctive or similar relief the Indemnified Party shall be entered into not, without the prior written consent of the Indemnified Party, Indemnitor (which written consent shall not be unreasonably delayed withheld or delayed), pay, compromise or settle any such Third Party Claim except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnitor shall fail, within thirty (30) days after the making of such request, to acknowledge and agree in writing that, if such Third Party Claim shall be adversely determined, such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified Party in respect thereof. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such Third Party Claim without such consent, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld. (c) The If any Third Party Claim against any Indemnified Party agrees is solely for money damages and, where the Stockholder are the Indemnitors, will have no continuing adverse effect after resolution of such Third Party Claim in any material respect on the Company or its Business, then the Indemnitor shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any such Third Party Claim against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder if the Indemnitor has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnitor has an obligation to provide indemnification to the Indemnified Party in respect thereof. In any such case, the Indemnified Party shall cooperate in good faith connection therewith and in a commercially reasonable manner with the Indemnifying Party with respect to all aspects of the defense of shall furnish such records, information and pursuit of any counterclaims relating to any claims covered testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the indemnification under this Article VIIIndemnitor in connection therewith; provided, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receiveparticipate, permitting the name of the Indemnified Party to be utilized through counsel chosen by it and at its own expense, in connection with such defense and counterclaims, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 7.3. The obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims such Third Party Claim as to which the Indemnitor has so elected to conduct and pursuit of any counterclaims with respect to any claims covered by control the indemnification set forth in this Article VII; provideddefense thereof. Notwithstanding the foregoing, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense or counterclaim, but the Indemnifying Party shall have the right to retain sole control over pay, settle or compromise any such defense and counterclaims so long as Third Party Claim, provided, that in such event the Indemnified Party is still seeking indemnification hereunder. (d) In determining the amount of shall waive any loss, cost, damage or expense for which right to indemnity therefore hereunder unless the Indemnified Party is entitled to indemnification under this Agreement, shall have sought the gross amount consent of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified PartyIndemnitor to such payment, settlement or compromise and such correlative insurance benefit consent was unreasonably withheld or delayed, in which event no claim for indemnity therefor hereunder shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party as a result of such claim and (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Personswaived. (e) The indemnification required under this Agreement shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or Loss is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an Indemnifying Party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Losses.

3Indemnification Procedures. (a) The Indemnified Each Party agrees that within a reasonable period of time after shall notify the other Party in the event it becomes aware of facts giving rise to a claim for which indemnification under may be sought hereunder. If any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article VII11, it will provide notice thereof such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing and the Indemnifying Party and the Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, specifying upon request of the nature Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of and specific basis for such claim. (b) The Indemnifying counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article VII, including, without limitation, the selection of retain its own counsel, determination but the fees and expenses of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no such settlement counsel shall be entered into without at the consent expense of the Indemnified Party unless it (a) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses incurred pursuant to Section 11.1 or Section 11.2 shall be reimbursed as they are incurred. The Indemnifying Party shall not be liable for any settlement of any proceeding unless effected with its written consent. The Indemnifying Party shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which the Indemnified Party is, or arising out of the same set of facts could have been, a party and indemnification could have been sought hereunder by the Indemnified Party, unless such settlement includes a full and an unconditional release of the Indemnified Party from such claim; provided, further, that no such settlement containing any form of injunctive or similar relief shall be entered into without the prior written consent of the Indemnified Party, which consent shall not be unreasonably delayed or withheld. (c) The Indemnified Party agrees all liability on claims to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party with respect to all aspects of the defense of and pursuit of any counterclaims relating to any claims covered by the indemnification under this Article VII, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense and counterclaims, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 7.3. The obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this Article VII; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense or counterclaim, but the Indemnifying Party shall have the right to retain sole control over such defense and counterclaims so long as the Indemnified Party is still seeking indemnification hereunder. (d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, indemnity relates that are the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party as a result subject matter of such claim and (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Personsproceeding. (e) The indemnification required under this Agreement shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or Loss is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an Indemnifying Party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Losses.

3Indemnification Procedures. The Party claiming indemnity under this Article 5 (athe “Indemnified Party”) shall give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of such Claim. The Indemnified Party agrees that within a shall provide the Indemnifying Party with reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification under this Article VIIassistance, it will provide notice thereof in writing to at the Indemnifying Party’s expense, specifying in connection with the nature defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and specific basis for monitor such claim. (b) The defense with counsel of its own choosing at its sole expense; provided, that the Indemnifying Party shall have the right to control all aspects of assume and conduct the defense of (and the Claim with counsel of its choice. The Indemnifying Party shall not settle any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article VII, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the Indemnified Party unless it includes a full and unconditional release of the Indemnified Party from such claim; provided, further, that no such settlement containing any form of injunctive or similar relief shall be entered into Claim without the prior written consent of the Indemnified Party, which consent shall not to be unreasonably delayed or withheld. (c) The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with . So long as the Indemnifying Party with respect to all aspects is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of and pursuit of any counterclaims relating to any claims covered by the indemnification under this Article VIIClaim as provided above, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that (a) the Indemnified Party may receivedefend against, permitting consent to the name entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnified Party to be utilized in connection with such defense may deem reasonably appropriate (and counterclaimsthe Indemnified Party need not consult with, the making available to or obtain any consent from, the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party therewith), and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 7.3. The obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this Article VII; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense or counterclaim, but (b) the Indemnifying Party shall have the right remain responsible to retain sole control over such defense and counterclaims so long as the Indemnified Party is still seeking indemnification hereunder. (d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by indemnify the Indemnified Party as a result of such claim and (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Personsprovided in this Article 5. (e) The indemnification required under this Agreement shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or Loss is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an Indemnifying Party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Losses.

3Indemnification Procedures. If any suit, action, proceeding (aincluding any governmental or regulatory investigation), claim or demand (each, a “Proceeding”) The shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either Section 7.1 or Section 7.2, such person (the “Indemnified Party agrees Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that within a reasonable period of time after the failure to notify the Indemnifying Person shall not relieve it becomes aware of facts giving rise to a claim for indemnification from any liability that it may have under this Article VII, it will provide notice thereof in writing Section 7 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure. If any such Proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying PartyPerson thereof, specifying the nature of Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent in such Proceeding the Indemnified Person and specific basis for such claim. (b) The any others entitled to indemnification pursuant to this Section 7. Any indemnification required to be made by an Indemnifying Party pursuant to this Section 7 shall have the right be made by periodic payments to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by during the indemnification under this Article VII, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent course of the Indemnified Party unless it includes a full action or proceeding, as and unconditional release of the Indemnified Party from when bills are received by such claim; provided, further, that no such settlement containing any form of injunctive or similar relief shall be entered into without the prior written consent of the Indemnified Party, which consent shall not be unreasonably delayed or withheld. (c) The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party with respect to all aspects of the defense of and pursuit of any counterclaims relating to any claims covered an indemnifiable loss, claim, damage, liability or expense incurred by the indemnification under this Article VII, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense and counterclaims, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 7.3. The obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this Article VII; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with In any such defense and counterclaims. The Indemnifying Party agrees to keep Proceeding, any such counsel hired by the Indemnified Party informed as to the status of any such defense or counterclaim, but the Indemnifying Party Person shall have the right to retain sole control over its own counsel, but the fees and expenses of such defense and counterclaims so long as counsel shall be at the expense of such Indemnified Party is still seeking indemnification hereunder. (d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by Person unless (i) any insurance proceeds realized by the Indemnifying Person and the Indemnified Party, and such correlative insurance benefit Person shall be net of any incremental insurance premium that becomes due and payable by have mutually agreed to the Indemnified Party as a result of such claim and contrary; (ii) all amounts recovered by the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party under contractual indemnities Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from third Persons. or in addition to those available to the Indemnifying Person; or (eiv) The indemnification required under this Agreement shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or Loss is incurred and reasonable evidence thereof is delivered. In calculating named parties in any amount to be paid by an Indemnifying Party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements such Proceeding (including, without limitation, insurance proceedsany impleaded parties) credited include both the Indemnifying Person and the Indemnified Person and representation of both such parties by the same counsel would be inappropriate due to actually or potentially differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any Proceeding or related Proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate law firm (in addition to any reasonably necessary local counsel) for all Indemnified Persons. Any such separate firm (x) for the Holder, its members, managers or officers and any control persons of such Holder may only be designated in writing by the Holder and (y) in all other cases may only be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any Proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened Proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such Proceeding and (B) does not include any statement as to or received any admission of fault, culpability or a failure to act by the other party related to the Lossesor on behalf of any Indemnified Person.

3Indemnification Procedures. The Party claiming indemnity under this Section 9.3 (athe “Indemnified Party”) shall give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of such Claim. The Indemnified Party agrees that within a shall provide the Indemnifying Party with reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification under this Article VIIassistance, it will provide notice thereof in writing to at the Indemnifying Party’s expense, specifying in connection with the nature defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and specific basis for monitor such claim. (b) The defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right to control all aspects of assume and conduct the defense of (and the Claim with counsel of its choice. The Indemnifying Party shall not settle any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article VII, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the Indemnified Party unless it includes a full and unconditional release of the Indemnified Party from such claim; provided, further, that no such settlement containing any form of injunctive or similar relief shall be entered into Claim without the prior written consent of the Indemnified Party, which consent shall not to be unreasonably delayed or withheld. (c) The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with , unless the settlement involves only the payment of money. So long as the Indemnifying Party with respect to all aspects is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of and pursuit of any counterclaims relating to any claims covered by the indemnification under this Article VIIClaim as provided above, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that (a) the Indemnified Party may receivedefend against, permitting consent to the name entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnified Party to be utilized in connection with such defense may deem reasonably appropriate (and counterclaimsthe Indemnified Party need not consult with, the making available to or obtain any consent from, the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party therewith), and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 7.3. The obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this Article VII; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense and counterclaims. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense or counterclaim, but (b) the Indemnifying Party shall have the right remain responsible to retain sole control over such defense and counterclaims so long as the Indemnified Party is still seeking indemnification hereunder. (d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by indemnify the Indemnified Party as a result of such claim and (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Personsprovided in this Section 9.3. 9. (e) The indemnification required under this Agreement shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or Loss is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an Indemnifying Party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Losses.