Common use of Claims by Third Parties Clause in Contracts

Claims by Third Parties. The obligations and liabilities of an indemnifying party under any provision of this Agreement with respect to claims relating to third parties shall be subject to the following terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. (b) The indemnifying party or its designee will have the right but not the obligation, to assume the defense of any claim described in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within 15 days after receipt of notice of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claim.

Claims by Third Parties. The obligations and liabilities If the manufacture, sale, or use of an indemnifying party under any provision of this Agreement with respect to claims relating to third parties shall be subject a Licensed Compound or Licensed Product in the Territory pursuant to the following terms and conditions: Collaboration Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by a Party (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against its Affiliates, licensees or sublicensees), such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party Party shall promptly notify the indemnifying party of such claim other Party thereof in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder writing. AbbVie shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. (b) The indemnifying party or its designee will have the right first right, but not the obligation, to assume defend and control the defense of any claim described such claim, suit, or proceeding at its own expense (except to the extent any such expense constitutes an Allowable Expense), using counsel of its own choice. If AbbVie so elects, then (i) it shall exercise Commercially Reasonable Efforts in Paragraph 6 this regard and (ii) Receptos may participate in any such claim, suit, or 7 aboveproceeding with counsel of its choice at its own expense. Without limitation of the foregoing, providedif AbbVie finds it necessary or desirable to join Receptos as a party to any such action, howeverReceptos shall execute all papers and perform such acts as shall be reasonably required. If AbbVie elects (in a written communication submitted to Receptos within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the indemnified defense of, any such claim, suit, or proceeding, within such time periods so that Receptos is not prejudiced by any delays, Receptos may conduct and control the defense of any such claim, suit, or proceeding at its own expense (except to the extent any such expense constitutes an Allowable Expense), and, if it elects to do so, Receptos shall exercise Commercially Reasonable Efforts in this regard. If Receptos finds it necessary or desirable to join AbbVie as a party to any such action, AbbVie shall execute all papers and perform such acts as shall be reasonably required. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Neither Party shall have the right at its option to defend and to compromise settle any claim, suit, or settle such claim which compromise proceeding under this Section 7.4.1 in a manner that diminishes or settlement shall be made only with has a material adverse effect on the rights or interest of the other Party, or in a manner that imposes any costs or liability on, or involves any admission by, the other Party, without the express written consent of the indemnifying party, such consent not be unreasonably withheldother Party. If the indemnifying Any recoveries of any sanctions awarded and against a party fails to assume the defense of such claim within 15 days after receipt of notice of asserting a claim pursuant being defended under this Section shall be applied as follows: such recovery shall be applied first to Paragraph 22, the indemnified party against which reimburse AbbVie and Receptos for its reasonable out-of-pocket costs of defending such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of suit, or proceedings and any remainder after such defense, compromise or settlement. The indemnifying party reimbursement is made shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted retained by the party undertaking such defense, and its attorneys, to observe the defense of such claimdefending Party.

Claims by Third Parties. The obligations and liabilities If the manufacture, sale, or use of an indemnifying party under any provision of Licensed Product in the Lead Indication in the Territory pursuant to this Agreement with respect to claims relating to third parties shall be subject to the following terms and conditions: results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by a Party (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against its Affiliates, licensees or sublicensees), such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party Party shall promptly notify the indemnifying party of such claim other Party thereof in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder writing. AbbVie shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. (b) The indemnifying party or its designee will have the right first right, but not the obligation, to assume defend and control the defense of any claim described in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within 15 days after receipt of notice of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defensesuit, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, proceeding at its own expense, retain such additional attorneys and other advisors as using counsel of its own choice. If AbbVie so elects, then (i) it shall deem necessaryexercise Commercially Reasonable Efforts in this regard and (ii) Receptos may participate in any such claim, which attorneys suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Receptos as a party to any such action, Receptos shall execute all papers and advisors will perform such acts as shall be permitted reasonably required. If AbbVie elects (in a written communication submitted to Receptos within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Receptos is not prejudiced by the party undertaking such defenseany delays, Receptos may conduct and its attorneys, to observe control the defense of any such claim, suit, or proceeding at its own expense and, if it elects to do so, Receptos shall exercise Commercially Reasonable Efforts in this regard. If Receptos finds it necessary or desirable to join AbbVie as a party to any such action, AbbVie shall execute all papers and perform such acts as shall be reasonably required. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Neither Party shall have the right to settle any claim, suit, or proceeding under this Section 5.4.1 in a manner that diminishes or has a material adverse effect on the rights or interest of the other Party, or in a manner that imposes any costs or liability on, or involves any admission by, the other Party, without the express written consent of such other Party. Any recoveries of any sanctions awarded and against a party asserting a claim being defended under this Section 5.4.1 shall be applied first to reimburse AbbVie and Receptos for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending Party.

Claims by Third Parties. The obligations and liabilities of an indemnifying party under any provision of this Agreement with With respect to claims relating made by third parties, the Indemnifying Party will be entitled to third parties shall be subject assume control of the defense of such action or claim with counsel reasonably satisfactory to the following terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22Indemnified Party; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice.: (bi) The indemnifying party or its designee the Indemnified Party will have the right but not the obligation, be entitled to assume the defense of any claim described participate in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party will consent to (A) the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim or (B) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnified Party; and (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within 15 three days after receipt of notice of a claim pursuant to Paragraph 22the claim, the indemnified party against which such claim has been asserted Indemnified Party will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, defend such claim in such manner as it may deem appropriate at the indemnifying party's cost and expenseexpense of the Indemnifying Party, and the defenseIndemnifying Party will promptly reimburse the Indemnified Party therefore in accordance with this Article 8, compromise provided that the Indemnified Party will not be entitled to consent to the entry of any judgment or enter into any settlement of such claim on behalf that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnifying Party of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense a release from all liability in respect of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the prior written consent of the indemnifying party. In Indemnifying Party if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the event Indemnifying Party or such judgment or settlement could materially interfere with the indemnified party assumes defense business, operations or assets of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claimIndemnifying Party.

Claims by Third Parties. The obligations and liabilities If the manufacture, sale, or use of an indemnifying party under any provision of this Agreement with respect to claims relating to third parties shall be subject a Licensed Compound or Licensed Product in the Territory pursuant to the following terms and conditions: Exclusive License Agreement results in, or may result in, any claim, suit, or proceeding by a Third Party alleging patent infringement by a Party (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against its Affiliates or Sublicensees), such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party Party shall promptly notify the indemnifying party of such claim other Party thereof in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder writing. Receptos shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. (b) The indemnifying party or its designee will have the right first right, but not the obligation, to assume defend and control the defense of any claim described in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within 15 days after receipt of notice of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defensesuit, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, proceeding at its own expense, retain such additional attorneys and other advisors as using counsel of its own choice. If Receptos so elects, then (i) it shall deem necessaryexercise Commercially Reasonable Efforts in this regard and (ii) AbbVie may participate in any such claim, which attorneys suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if Receptos finds it necessary or desirable to join AbbVie as a party to any such action, AbbVie shall execute all papers and advisors will perform such acts as shall be permitted reasonably required. If Receptos elects (in a written communication submitted to AbbVie within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that AbbVie is not prejudiced by the party undertaking such defenseany delays, AbbVie may conduct and its attorneys, to observe control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Each Party agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims. Any recoveries of any sanctions awarded to a Party and against a party asserting a claim being defended under this Section 6.3.1 shall be applied first to reimburse both Parties for their reasonable out-of-pocket costs of defending such claim, suit, or proceedings. Any remainder after such reimbursement is made shall be retained by the defending Party.

Claims by Third Parties. The obligations and liabilities (a) In the case of an indemnifying Claims made by a third party under any provision of this Agreement with respect to claims relating which any Party is entitled to third parties shall be subject seek indemnification pursuant to the following terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, and indemnification is sought by either the indemnified party Vendors or the Purchaser, the Party seeking indemnification (in this Section, the “Indemnified Party”) shall promptly notify give prompt notice, and in any event within forty-five (45) days, to the indemnifying party Vendors or the Purchaser, as the case may be, (in this Section, the “Indemnifying Parties”) of any such claim in Claims made upon it. If the manner described in Paragraph 22; provided, however, that the failure of the indemnified party Indemnified Party fails to give timely notice hereunder such notice, such failure shall not relieve preclude the indemnifying party of Indemnified Party from obtaining such indemnification but its right to indemnification obligations under this Agreement unless, may be reduced if and only to the extent that, only that such failure caused delay prejudiced the damages defence of the Claim or increased the amount of liability or cost of defense and provided that no claim for which indemnity in respect of the indemnifying party is obligated breach of any representation or warranty contained in this Agreement may be made unless notice of such Claim has been given prior to be greater than they would have been had the indemnified party given timely noticeexpiry of the survival period applicable to such representation and warranty pursuant to Section 3.6. (b) The indemnifying party or its designee will Indemnifying Parties shall have the right but right, by notice to the Indemnified Party given not later than thirty (30) days after receipt of the obligationnotice described in Section 5.4(a), to assume the defense of any claim described in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the written consent control of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within 15 days after receipt of notice of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defensedefence, compromise or settlement of the Claim, provided that (i) such claim on behalf of and for the account and risk of the indemnifying partyassumption shall, subject by its terms, be without cost to the right Indemnified Party; (ii) the Indemnifying Parties acknowledge in writing their obligation to indemnify the Indemnified Party in accordance with the terms contained in this Section in respect of that Claim; (iii) the indemnifying Indemnifying Parties shall first deliver to the Indemnified Party their written consent to be joined as a party to assume any action or proceeding related thereto; and (iv) the defense Indemnifying Parties shall, at the Indemnified Party’s request, furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defensedefence, compromise or settlement. The indemnifying party . (c) Upon the assumption of control of any Claim by the Indemnifying Parties as set out in Section 5.4(b), the Indemnifying Parties shall not diligently proceed with the defence, compromise or settlement of the Claim at their sole expense, including if necessary, employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Parties, to make available to the Indemnifying Parties all pertinent information and witnesses under the Indemnified Party’s control and take such other steps as in the opinion of counsel for the Indemnifying Parties are reasonably necessary to enable the Indemnifying Parties to conduct such defence, provided always that the Indemnified Party shall be liable entitled to reasonable security from the Indemnifying Parties for any settlement of any action effected without its consentexpense, but if settled with the consent of the indemnifying party costs or if there other liabilities to which it may be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability may become exposed by reason of such cooperation. The Indemnified Party shall also have the right to participate in the negotiation, settlement or judgment. Any party who does not undertake the defense defence of a claim may, any Claim at its own expense. (d) The final determination of any Claim made pursuant to this Section 5.4, retain including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such additional attorneys Claim against the Indemnifying Party. (e) If the Indemnifying Parties do not assume control of a Claim as permitted in Section 5.4(b), the Indemnified Party shall be entitled to make such settlement of the Claim as in its sole discretion may appear advisable, and such settlement or any other advisors as it final determination of the Claim shall deem necessary, which attorneys and advisors will be permitted binding upon the Indemnifying Parties. (f) Where an amount is payable by the party undertaking such defensePurchaser or the Vendors as indemnification pursuant to the terms of this Agreement and the Excise Tax Act provides that GST, and its attorneysHST or other sales tax is deemed to have been collected by the payee thereof, the amount so payable, as determined without reference to observe this paragraph (the defense “Indemnification Amount”), shall be increased by an amount equal to the rate of such claimsales tax applied to the Indemnification Amount in accordance with the Excise Tax Act.

Claims by Third Parties. The obligations and liabilities of an indemnifying party under any provision of this Agreement with With respect to any claims relating to described in Section 5.4(a) involving a third parties party, the Indemnifying Party shall be subject entitled to assume control of the following terms defense and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party settlement of such claim in with counsel reasonably satisfactory to the manner described in Paragraph 22Indemnified Party; provided, however, that that: (i) the failure Indemnified Party shall be entitled to participate in the defense or settlement of such claim and to employ counsel at its own expense to assist in the indemnified party to give timely notice hereunder handling of such claim; (ii) no Indemnifying Party shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only consent to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. (b) The indemnifying party or its designee will have the right but not the obligation, to assume the defense entry of any claim described in Paragraph 6 judgment or 7 above, provided, however, enter into any settlement without the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the prior written consent of the indemnifying party, such Indemnified Party (which consent shall not be unreasonably withheld. If withheld or delayed) (A) that does not include as an unconditional term thereof the indemnifying party fails giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such lawsuit or (B) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnified Party; and (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within 15 twenty (20) days after receipt of notice of a claim pursuant to Paragraph 22the claim, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) Indemnified Party shall have the right to undertake, defend such claim in such manner as it may deem appropriate at the indemnifying party's cost and expenseexpense of the Indemnifying Party, and the defense, compromise Indemnifying Party will promptly reimburse the Indemnified Party therefore in accordance with this Section 5; provided that the Indemnified Party shall not be entitled to consent to the entry of any judgment or enter into any settlement of such claim on behalf that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnifying Party of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense a release from all liability in respect of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the prior written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party Indemnifying Party (which consent shall not be liable for any unreasonably withheld or delayed) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnifying Party or such judgment or settlement of any action effected without its consent, but if settled could materially interfere with the consent business, operations or assets of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claimIndemnifying Party.

Claims by Third Parties. The obligations and liabilities Promptly after receipt by an indemnified party of written notice of the commencement of any investigation, claim, proceeding or other action in respect of which indemnity may be sought from the indemnitor under either Section 11.2 or 11.3 (each, an indemnifying party under any provision of this Agreement with respect to claims relating to third parties shall be subject to the following terms and conditions: (a) Whenever any “Action”), such indemnified party shall immediately notify the indemnitor in writing of the commencement of such Action; but the omission to so notify the indemnitor shall not relieve it from any liability that it may otherwise have received notice that a claim has been asserted or threatened against to such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only except to the extent that, that the indemnitor is materially prejudiced or forfeits substantive rights or defenses as a result of such failure caused the damages for failure. In connection with any Action in which the indemnifying party is obligated to be greater than they would have been had the indemnitor and any indemnified party given timely notice. (b) The indemnifying party or its designee will have are parties, the right but not indemnitor shall be entitled to participate therein, and may assume the obligation, to assume defense thereof. Notwithstanding the assumption of the defense of any claim described in Paragraph 6 or 7 abovesuch Action by the indemnitor, provided, however, the each indemnified party shall have the right at its option to defend employ separate counsel and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume participate in the defense of such claim within 15 days after receipt Action, and the indemnitor shall bear the reasonable fees, costs and expenses of notice of a claim pursuant such separate counsel to Paragraph 22, the such indemnified party against which such claim has been asserted will if: (upon delivering notice to such effect i) the indemnitor shall have agreed to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement retention of such claim on behalf separate counsel, (ii) the defendants in, or target of, any such Action include more than one indemnified party or both an indemnified party and the indemnitor shall have concluded that representation of and for such indemnified party by the account and risk same counsel would be inappropriate due to actual or, as reasonably determined by such indemnified party’s counsel, potential differing interests between them in the conduct of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim Action, or if there may be legal defenses available to such indemnified party that are different from or additional to those available to the other indemnified party or to the indemnitor, or (iii) the indemnitor shall have failed to employ counsel reasonably satisfactory to such indemnified party within a reasonable period of time after notice of the institution of such Action. If such indemnified party retains separate counsel in cases other than as described in clauses (i), (ii), or (iii) above, such counsel shall be retained at any time prior to settlementthe expenses of such indemnified party. Except as provided above, compromise or final determination thereof it is hereby agreed and provided, however, understood that the indemnitor shall not, in connection with any Action in the same jurisdiction, be liable for the fees and expenses of more than one counsel for all such indemnified parties (together with appropriate local counsel). The party from whom indemnification is sought shall not enter into any such compromise or settlement not, without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party seeking indemnification (which consent shall not be liable for unreasonably withheld), settle or compromise any settlement claim or consent to entry of any action effected without its consent, but if settled with the consent judgment that does not include an unconditional release of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees seeking indemnification from all liabilities with respect to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claim.

Claims by Third Parties. The obligations and liabilities Promptly upon receipt by the Purchaser, the Corporation or a Vendor (such recipient being referred to as the “Indemnitee”) of an indemnifying notice of any claim by a third party under any provision (the “Notice”) in respect of which the Indemnitee proposes to demand indemnification from one or more other Parties to this Agreement with respect (the “Indemnitor”), the Indemnitee shall forthwith give notice to claims relating to third parties shall be subject that effect to the following terms and conditions: (a) Whenever any indemnified party Indemnitor. The Indemnitor shall have received the right, exercisable by giving notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject to the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22; provided, however, that the failure Indemnitee not later than 20 Business Days after receipt of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. (b) The indemnifying party or its designee will have the right but not the obligationNotice, to assume the defense control of the defence or settlement of the claim provided that the Indemnitor shall first deliver to the Indemnitee its written consent to be joined as a Party to any claim described in Paragraph 6 action or 7 above, provided, however, the indemnified party shall have the right at its option proceeding relating to defend and to compromise or settle such claim which compromise or settlement shall be made only with and the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within 15 days after receipt of notice of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertakeIndemnitor shall, at the indemnifying party's cost and expenseIndemnitee’s request, furnish the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled Indemnitee with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and reasonable security against any loss costs or liability other liabilities to which it may be or become exposed by reason of such settlement defence or judgmentsettlement. Any party who does not undertake Upon the defense assumption of a claim maycontrol by the Indemnitor, the Indemnitor shall, at its own expense, retain diligently proceed with the defence or settlement of the claim at the Indemnitor’s sole expense. The Indemnitee shall cooperate fully (subject to reimbursement by the Indemnitor for any costs incurred) in assisting the Indemnitor to conduct such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors defence. The final determination of any such claim will be permitted by binding and conclusive upon the party undertaking parties. Should the Indemnitor fail to give Notice to the Indemnitee, the Indemnitee shall be entitled to make such defense, settlement of the claim as in its sole discretion may appear advisable and its attorneys, to observe such settlement or any other final determination of the defense of such claimclaim shall be binding upon the Indemnitor.

Claims by Third Parties. The obligations and liabilities of an indemnifying party under any provision of this Agreement with With respect to claims relating to made by third parties parties, the Indemnifying Party shall be subject entitled to assume control of the defense of such action or claim with counsel reasonably satisfactory to the following terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22Indemnified Party; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice.: (bi) The indemnifying party or its designee will have the right but not the obligation, to assume the defense of any claim described in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement Indemnified Party shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails entitled to assume participate in the defense of such claim within 15 days after receipt and to employ counsel at its own expense to assist in the handling of notice such claim; (ii) no Indemnifying Party shall consent to (A) the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement release from all liability in respect of such claim on behalf or (B) if, pursuant to or as a result of and for such consent or settlement, injunctive or other equitable relief would be imposed against the account and risk Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the indemnifying party, subject to Indemnified Party; and (iii) if the right Indemnifying Party does not assume control of the indemnifying party to assume the defense of such claim in accordance with the foregoing provisions within ten (10) business days after the Notice Delivery Date, the Indemnified Party shall have the right to defend such claim in such manner as it may deem appropriate at any time prior to settlementthe cost and expense of the Indemnifying Party, compromise or final determination thereof and provided, however, the Indemnifying Party will promptly reimburse the Indemnified Party therefore in accordance with this Article 8; provided that the indemnified party Indemnified Party shall not be entitled to consent to the entry of any judgment or enter into any settlement of such compromise claim that does not include as an unconditional term thereof the giving by each claimant or settlement plaintiff to each Indemnifying Party of a release from all liability in respect of such claim without the prior written consent of the indemnifying party. In Indemnifying Party if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the event Indemnifying Party or such judgment or settlement could materially interfere with the indemnified party assumes defense business, operations or assets of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claimIndemnifying Party.

Claims by Third Parties. The obligations and liabilities of an indemnifying party under any provision of this Agreement with With respect to claims relating made by third parties, the Indemnifying Party will be entitled to third parties shall be subject assume control of the defense of such action or claim with counsel reasonably satisfactory to the following terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22Indemnified Party; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice.: (bi) The indemnifying party or its designee the Indemnified Party will have the right but not the obligation, be entitled to assume the defense of any claim described participate in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party will consent to (A) the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim or (B) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnified Party; and, (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within 15 five (5) business days after receipt of notice of a claim pursuant to Paragraph 22the claim, the indemnified party against which such claim has been asserted Indemnified Party will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, defend such claim in such manner as it may deem appropriate at the indemnifying party's cost and expenseexpense of the Indemnifying Party, and the defense, compromise Indemnifying Party will promptly reimburse the Indemnified Party therefore in accordance with this Article 8; provided that the Indemnified Party will not be entitled to consent to the entry of any judgment or enter into any settlement of such claim on behalf that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnifying Party of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense a release from all liability in respect of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the prior written consent of the indemnifying party. In Indemnifying Party if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the event Indemnifying Party or such judgment or settlement could materially interfere with the indemnified party assumes defense business, operations or assets of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claimIndemnifying Party.

Claims by Third Parties. The obligations and liabilities of an indemnifying party under any provision of this Agreement with With respect to claims relating to made by third parties shall be subject parties, if the Indemnifying Party admits to the following Indemnified Party and agrees in writing that it will be obligated under the terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against of its indemnity hereunder in connection with such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreementclaim, the indemnified party shall promptly notify Indemnifying Party will be entitled to assume control of the indemnifying party defense of such claim in action or claim, at its sole expense, with counsel reasonably satisfactory to the manner described in Paragraph 22Indemnified Party; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice.: (bi) The indemnifying party or its designee the Indemnified Party will have the right but not the obligation, be entitled to assume the defense of any claim described participate in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party will consent to the entry of any judgment or enter into any settlement that (A) does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim or (B) would result in the imposition against the Indemnified Party of injunctive or other equitable relief; or (C) could materially interfere with the business, operations or assets of the Indemnified Party; and, (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within 15 ten (10) business days after receipt of notice of a claim pursuant to Paragraph 22the claim, the indemnified party against which such claim has been asserted Indemnified Party will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, defend such claim in such manner as it may deem appropriate at the indemnifying party's reasonable cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk expense of the indemnifying partyIndemnifying Party, subject and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Section 4.04; provided that the Indemnifying Party and the Indemnified Party will not consent to the right entry of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise judgment or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In Indemnifying Party, which consent will not be unreasonably withheld or delayed, and that (A) does not include as an unconditional term thereof the event giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim or (B) would result in the indemnified party imposition against the Indemnified Party of injunctive or other equitable relief; or (C) could materially interfere with the business, operations or assets of the Indemnified Party; provided, further, that if the Indemnified Party assumes the defense of the such claim, the indemnified party Indemnified Party will keep the indemnifying party Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled and will consult with and consider reasonable advice from the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claimIndemnifying Party.

Claims by Third Parties. The obligations and liabilities of an indemnifying party under any provision of this Agreement with With respect to claims relating to made by third parties parties, the Indemnifying Party shall be subject entitled to assume control of the defense of such action or claim with counsel reasonably satisfactory to the following terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22Indemnified Party; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice.: (bi) The indemnifying party or its designee will have the right but not the obligation, to assume the defense of any claim described in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement Indemnified Party shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails entitled to assume participate in the defense of such claim within 15 days after receipt and to employ counsel at its own expense to assist in the handling of notice such claim; (ii) no Indemnifying Party shall consent to (A) the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement release from all liability in respect of such claim on behalf or (B) if, pursuant to or as a result of and for such consent or settlement, injunctive or other equitable relief would be imposed against the account and risk Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the indemnifying party, subject to Indemnified Party; and, (iii) if the right Indemnifying Party does not assume control of the indemnifying party to assume the defense of such claim in accordance with the foregoing provisions within ten (10) business days after the Notice Delivery Date, the Indemnified Party shall have the right to defend such claim in such manner as it may deem appropriate at any time prior to settlementthe cost and expense of the Indemnifying Party, compromise or final determination thereof and provided, however, the Indemnifying Party will promptly reimburse the Indemnified Party therefore in accordance with this Article 9; provided that the indemnified party Indemnified Party shall not be entitled to consent to the entry of any judgment or enter into any settlement of such compromise claim that does not include as an unconditional term thereof the giving by each claimant or settlement plaintiff to each Indemnifying Party of a release from all liability in respect of such claim and provided that Indemnified Party shall not be entitled without the prior written consent of the indemnifying party. In Indemnifying Party to enter into a consent or settlement if injunctive or other equitable relief would be imposed against the event Indemnifying Party or such judgment or settlement could materially interfere with the indemnified party assumes defense business, operations or assets of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claimIndemnifying Party.

Claims by Third Parties. The obligations and liabilities Promptly after receipt by an indemnified party of written notice of the commencement of any investigation, claim, proceeding or other action in respect of which indemnity may be sought from the indemnitor (an indemnifying party under any provision of this Agreement with respect to claims relating to third parties shall be subject to the following terms and conditions: (a) Whenever any "Action"), such indemnified party shall notify the indemnitor in writing of the commencement of such Action; but the omission to so notify the indemnitor shall not relieve it from any liability that it may otherwise have received notice that a claim has been asserted or threatened against to such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only except to the extent that, that the indemnitor is materially prejudiced or forfeits substantive rights or defenses as a result of such failure caused the damages for failure. In connection with any Action in which the indemnifying party is obligated to be greater than they would have been had the indemnitor and any indemnified party given timely notice. (b) The indemnifying party or its designee will have are parties, the right but not indemnitor shall be entitled to participate therein, and may assume the obligation, to assume defense thereof. Notwithstanding the assumption of the defense of any claim described in Paragraph 6 or 7 abovesuch Action by the indemnitor, provided, however, the each indemnified party shall have the right at its option to defend employ separate counsel and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume participate in the defense of such claim within 15 days after receipt Action, and the indemnitor shall bear the reasonable fees, costs and expenses of notice such separate counsel to such indemnified party if: (a) the indemnitor shall have agreed to the retention of a claim pursuant to Paragraph 22such separate counsel, (b) the indemnified party against which shall have concluded that representation of such claim has been asserted will (upon delivering notice indemnified party and the indemnitor by the same counsel would be inappropriate due to actual or, as reasonably determined by such effect to the indemnifying party) have the right to undertake, at the indemnifying indemnified party's cost and expensecounsel, potential differing interests between them in the defense, compromise or settlement conduct of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim Action, or if there may be legal defenses available to such indemnified party that are different from or additional to those available to the other indemnified party or to the indemnitor, or (c) the indemnitor shall have failed to employ counsel reasonably satisfactory to such indemnified party within a reasonable period of time after notice of the institution of such Action. If such indemnified party retains separate counsel in cases other than as described in clauses (a), (b) or (c) above, such counsel shall be retained at any time prior to settlementthe expense of such indemnified party. Except as provided above, compromise or final determination thereof it is hereby agreed and provided, however, understood that the indemnitor shall not, in connection with any Action in the same jurisdiction, be liable for the fees and expenses of more than one counsel for all such indemnified parties (together with appropriate local counsel). The party from whom indemnification is sought shall not enter into any such compromise or settlement not, without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party seeking indemnification (which consent shall not be liable for unreasonably withheld), settle or compromise any settlement claim or consent to entry of any action effected without its consent, but if settled with judgment that involves more than the consent payment of money or that does not include an unconditional release of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees seeking indemnification from all liabilities with respect to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claim.

Claims by Third Parties. The obligations and liabilities of an indemnifying party under any provision of this Agreement with With respect to claims relating made by third parties, the Indemnifying Party will be entitled, but not required, to third parties shall be subject assume control of the defense of such action or claim with counsel reasonably satisfactory to the following terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22Indemnified Party; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice.: (bi) The indemnifying party or its designee the Indemnified Party will have the right but not the obligation, be entitled to assume the defense of any claim described participate in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim, and will do so if the Indemnifying Party elects not to; (ii) no Indemnifying Party will consent to (A) the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim or (B) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnified Party; and (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within 15 three days after receipt of notice of a claim pursuant to Paragraph 22the claim, the indemnified party against which Indemnified Party will defend such claim has been asserted will (upon delivering notice to in such effect to the indemnifying party) have the right to undertake, manner as it may deem appropriate at the indemnifying party's its cost and expense, and the defenseIndemnifying Party will promptly reimburse the Indemnified Party therefore at the time required by and in accordance with the limits in Section 8.4, compromise provided that the Indemnified Party will not be entitled to consent to the entry of any judgment or enter into any settlement of such claim on behalf that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnifying Party of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense a release from all liability in respect of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the prior written consent of the indemnifying party. In Indemnifying Party if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the event Indemnifying Party or such judgment or settlement could materially interfere with the indemnified party assumes defense business, operations or assets of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claimIndemnifying Party.

Claims by Third Parties. The obligations and liabilities of an indemnifying A party under any provision of this Agreement with respect to claims relating to third parties shall be subject to the following terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation claiming indemnification under this Agreement, Article XII (the indemnified "Indemnitee") shall give the other party shall promptly notify (the indemnifying party "Indemnifying Party") notice of any claim or the commencement of any action or proceeding for which such claim in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unlessIndemnitee seeks indemnification, and only to such Indemnitee shall permit the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. (b) The indemnifying party or its designee will have the right but not the obligation, Indemnifying Party to assume the defense of any claim described or any litigation resulting from such claim. The failure by any Indemnitee to give an Indemnifying Party timely notice shall not preclude any Indemnitee from seeking indemnification from any Indemnifying Party except to the extent that such failure has materially prejudiced the Indemnifying Party's ability to defend the claim or litigation. No Indemnifying Party shall settle any claim for which any Indemnitee seeks indemnification in Paragraph 6 respect of an indemnifiable claim hereunder or 7 aboveconsent to entry of any judgment in litigation arising from such a claim without obtaining a release of each Indemnitee from all liability in respect of such claim or litigation. If an Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, provided, howeveror if injunctive relief is sought against an Indemnitee, the indemnified party Indemnitee may, but shall have the right at its option to no obligation to, defend and to compromise against or settle such claim which compromise or settlement litigation in such manner as it may deem appropriate. The Indemnifying Party shall be made only promptly reimburse each Indemnitee for the amount of all expenses, legal or otherwise, incurred by such Indemnitee in connection with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within 15 days after receipt of notice of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf or litigation. If no settlement of and the claim or litigation is made, the Indemnifying Party shall promptly reimburse each Indemnitee for the account amount of any judgment rendered with respect to such claim or in such litigation and risk of the indemnifying partyall expenses, subject to the right of the indemnifying party to assume legal and otherwise, incurred by each Indemnitee, in the defense of against such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claimlitigation.

Claims by Third Parties. The obligations and liabilities of an indemnifying party under any provision of this Agreement with respect to claims relating to third parties shall be subject JAMtv will give notice to the following terms and conditions: (a) Whenever Shareholders' Agent and, prior to the Effective Time, Tunes promptly after JAMtv has actual knowledge of any indemnified party shall have received notice that claim from a claim has been asserted or threatened against such indemnified third party, which, if valid, would subject the indemnifying party as to an which indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unlessmay be sought, and only to will permit the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. Former Shareholders and Tunes (bat their expense) The indemnifying party or its designee will have the right but not the obligation, to assume the defense of any claim described in Paragraph 6 or 7 above, provided, howeverany litigation resulting therefrom; PROVIDED that (i) counsel for any Former Shareholder or Tunes who shall conduct the defense of such claim or litigation shall be satisfactory to JAMtv and (ii) the omission by JAMtv or any JAMtv Indemnified Person to give notice as provided herein will not relieve any Former Shareholder or Tunes of his or its indemnification obligations under this Agreement. Neither JAMtv, the indemnified Surviving Corporation, nor any other JAMtv Indemnified Person shall be required to commence litigation or to take any action against any third party shall have prior to making a claim for indemnification hereunder. The Former Shareholders and Tunes, in the right at its option to defend and to compromise or settle defense of any such claim which compromise or settlement shall be made only litigation, will not, except with the written consent of JAMtv, consent to the indemnifying party, such consent not be unreasonably withheldentry of any judgment or enter into any settlement. If the indemnifying party fails to Former Shareholders or Tunes assume the defense of such claim within 15 days after receipt or litigation, (i) it will be conclusively established for purposes of notice of a claim pursuant to Paragraph 22, the indemnified party against which this Agreement that such claim has been asserted will is within the scope of and subject to indemnification; and (upon delivering notice to such effect to the indemnifying partyii) have the right to undertake, at the indemnifying party's cost and expense, the defense, no compromise or settlement of such claim on behalf of claims may be effected by the Former Shareholders or Tunes without JAMtv's consent. Notwithstanding the foregoing, a JAMtv Indemnified Person will have the right at all times to take over and for the account and risk assume control of the indemnifying partydefense, subject settlement, negotiations or lawsuit relating to any claim or demand, including, without limitation, in the right of the indemnifying event that (i) a Former Shareholder is also a party to assume such claim or litigation and JAMtv determines in good faith that joint representation would be inappropriate or (ii) a Former Shareholder fails to provide reasonable assurance to JAMtv of its financial capacity to defend such claim or litigation and to provide indemnification with respect to such claim or litigation. In the event that the Former Shareholders or Tunes do not accept the defense of any matter as above provided, a JAMtv Indemnified Person will have the full right to defend against any such claim or demand, and will be entitled to settle or agree to pay in full such claim or demand, in its sole discretion. In any event, the Former Shareholders and Tunes will cooperate in the defense of such claim at any time prior action and the records of each Former Shareholder and Tunes shall be available to settlement, compromise or final determination thereof JAMtv and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any other JAMtv Indemnified Persons with respect to such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claim.

Claims by Third Parties. The obligations and liabilities of an indemnifying party under (i) If any provision of this Agreement with respect to claims relating to third parties legal proceedings shall be subject instituted or any claim or demand ("Claim") shall be asserted by any Person in respect of which ----- indemnification may be sought under Section 8.1 hereof (without giving effect to the following terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this AgreementBasket), the indemnified party shall promptly notify cause written notice of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which counsel must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise manage any Claim which relates to any Losses for which indemnification is sought hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise manage any Claim which relates to any Losses for which indemnification is sought hereunder, it shall promptly notify the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise manage any Claim which relates to any Losses for which indemnification is sought hereunder or fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Losses under this Agreement, then the indemnified party may defend against, negotiate, settle or otherwise manage such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the reasonable Expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at its own expense, in the defense of such claim in the manner described in Paragraph 22Claim; provided, however, that such indemnified party shall be entitled to -------- ------- participate in any such defense with separate counsel at the expense of the indemnifying party if (i) so requested by the indemnifying party to participate or (ii) in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict of interest exists between the indemnified party and the indemnifying party that would make such separate representation advisable; and provided, further, that the indemnifying party shall not be -------- ------- required to pay for more than one such counsel for all indemnified parties in connection with any Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim. (ii) After any final judgment or award shall have been rendered by a court of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter. (iii) The failure of the indemnified party to give timely reasonably prompt notice hereunder of any Claim shall not relieve the indemnifying party of its indemnification obligations under this Agreement unlessrelease, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. (b) The indemnifying party waive or its designee will have the right but not the obligation, to assume the defense of any claim described in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within 15 days after receipt of notice of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at otherwise affect the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party, subject obligations with respect thereto except to the right of extent that the indemnifying party to assume the defense can demonstrate actual material loss and prejudice as a result of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claimfailure.

Claims by Third Parties. The obligations and liabilities of an indemnifying A party under any provision of seeking indemnification pursuant to this Agreement with respect to claims relating to third parties shall be subject Article VII (“Indemnified Party”) will give notice to the following terms and conditions: other party (a“Indemnifying Party”) Whenever promptly after the Indemnified Party has actual knowledge of any indemnified party shall have received notice that claim from a claim has been asserted or threatened against such indemnified third party, which, if valid, would subject the indemnifying party as to an which indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unlessmay be sought, and only to will permit the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. Indemnifying Party (bat its expense) The indemnifying party or its designee will have the right but not the obligation, to assume the defense of any claim described in Paragraph 6 or 7 aboveany litigation resulting therefrom; provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and (b) the failure or delay by the Indemnified Party to give notice as provided herein will not relieve the Indemnifying Party of its or their indemnification obligations under this Agreement, provided, however, except to the indemnified party extent such failure or delay shall have prejudiced the right at its option Indemnifying Party. The Indemnified Party shall not be required to defend and commence litigation or to compromise or settle take any action against any third party prior to making a claim for indemnification hereunder. If the Indemnifying Party assumes the defense of such claim which or litigation, no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent, which shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If In the indemnifying party fails event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party will have the full right to assume defend against any such claim or demand, and will be entitled to settle or agree to pay in full such claim or demand, in its reasonable discretion. In any event, the Indemnifying Party will cooperate in the defense of such claim within 15 days after receipt action and the records of notice of a claim pursuant the Indemnifying Party shall be made reasonably available to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice Indemnified Party with respect to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claim.

Claims by Third Parties. The obligations and liabilities of an indemnifying If a party under any provision of to this Agreement seeks indemnity hereunder with respect to claims relating to a claim by a third parties shall be party: Promptly after the receipt by any party hereto of notice of a third party claim or the commencement of a third party action, suit or proceeding subject to indemnification hereunder (a “Third Party Claim”), such party (the following terms and conditions: (a“Indemnified Party”) Whenever any indemnified party shall have received notice that will, if a claim has been asserted or threatened in respect thereto is to be made against such indemnified partyany party obligated to provide indemnification hereunder (the “Indemnifying Party”), which, if valid, would subject give the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22; provided, however, that the failure Indemnifying Party reasonable written notice of the indemnified party Third Party Claim. The failure to give timely provide such notice hereunder shall will not relieve the indemnifying party Indemnifying Party of any of its or his obligations, or impair the right of the Indemnified Party to indemnification obligations under this Agreement unless, and only to the extent that, such failure caused materially prejudices the damages for which Indemnifying Party’s opportunity to defend or compromise the indemnifying party Third Party Claim. The Indemnifying Party will have the right, at its or his option, to defend at its or his own expense and by its or his own counsel any Third Party Claim, provided that (i) the Indemnifying Party acknowledges in writing (at the time the Indemnifying Party elects to assume such defense) its or his obligation under this Section 9.4 to indemnify the Indemnified Party with respect to such Third Party Claim, (ii) such counsel is obligated reasonably satisfactory to be greater the Indemnified Party, (iii) the Indemnified Party is kept fully informed of all developments, and is furnished with copies of all documents and papers, related thereto and is given the right to participate in the defense and investigation thereof as provided below, and (iv) such counsel proceeds with diligence and in good faith with respect thereto. If an Indemnifying Party will undertake to defend a Third Party Claim, the Indemnifying Party shall notify the Indemnified Party of its or his intention to do so promptly (and in any event no later than they would have been had 30 days) after receipt of notice of the indemnified party given timely notice. (b) The indemnifying party or Third Party Claim, and the Indemnified Party shall cooperate in good faith with the Indemnifying Party and its designee counsel in the defense of such Third Party Claim. Notwithstanding the foregoing, the Indemnified Party will have the right but to participate in the defense and investigation of any Third Party Claim with its own counsel at its or his own expense, except that the Indemnifying Party will bear the expense of such separate counsel if (A) in the written opinion of counsel to the Indemnified Party reasonably acceptable to the Indemnifying Party, use of counsel of the Indemnifying Party’s choice would be expected to give rise to a conflict of interest which consent could not be waived, (B) there are or may be legal defenses available to the obligationIndemnified Party that are different from or additional to those available to the Indemnifying Party, (C) the Indemnifying Party will not have employed counsel to represent the Indemnified Party within a reasonable time after notice of the Third Party Claim is given to the Indemnifying Party or notice that the Indemnifying Party intends to assume the defense of the Third Party Claim is given to the Indemnified Party or (D) the Indemnifying Party will authorize the Indemnified Party to employ separate counsel at the expense of the Indemnifying Party. The Indemnifying Party will not settle any claim described in Paragraph 6 or 7 above, provided, however, Third Party Claim without the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the prior written consent of the indemnifying partyIndemnified Party, such consent which will not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within 15 days after receipt of notice of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof and ; provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party an Indemnified Party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for required to consent to any settlement involving the imposition of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgmentequitable remedies. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claim.49

Claims by Third Parties. The obligations and liabilities Promptly after receipt by an indemnified party of written notice of the commencement of any investigation, claim, proceeding or other action in respect of which indemnity may be sought from the indemnitor under either Section 8.2 or 8.3 (each, an indemnifying party under any provision of this Agreement with respect to claims relating to third parties shall be subject to the following terms and conditions: (a) Whenever any "Action"), such indemnified party shall notify the indemnitor in writing of the commencement of such Action; but the omission to so notify the indemnitor shall not relieve it from any liability that it may otherwise have received notice that a claim has been asserted or threatened against to such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only except to the extent that, that the indemnitor is materially prejudiced or forfeits substantive rights or defenses as a result of such failure caused the damages for failure. In connection with any Action in which the indemnifying party is obligated to be greater than they would have been had the indemnitor and any indemnified party given timely notice. (b) The indemnifying party or its designee will have are parties, the right but not indemnitor shall be entitled to participate therein, and may assume the obligation, to assume defense thereof. Notwithstanding the assumption of the defense of any claim described in Paragraph 6 or 7 abovesuch Action by the indemnitor, provided, however, the each indemnified party shall have the right at its option to defend employ separate counsel and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume participate in the defense of such claim within 15 days after receipt Action, and the indemnitor shall bear the reasonable fees, costs and expenses of notice such separate counsel to such indemnified party if: (i) the indemnitor shall have agreed to the retention of a claim pursuant to Paragraph 22such separate counsel, or (ii) the defendants in, or target of, any such Action include more than one indemnified party or both an indemnified party and the indemnitor, and the indemnified party against which shall have concluded that representation of such claim has been asserted will (upon delivering notice indemnified party by the same counsel would be inappropriate due to actual or, as reasonably determined by such effect to the indemnifying party) have the right to undertake, at the indemnifying indemnified party's cost and expensecounsel, potential material differing interests between them in the defense, compromise or settlement conduct of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to settlementAction, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there may be a final judgment beyond review or appeal, for the plaintiff in any material legal defenses available to such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party that are different from and against any loss or liability by reason of such settlement additional to those available to the other indemnified party or judgment. Any party who does not undertake to the defense of a claim mayindemnitor, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claim.or

Claims by Third Parties. The obligations and liabilities of an indemnifying A party under any provision of this Agreement with respect to claims relating to third parties shall be subject to the following terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation claiming indemnification under this Agreement, Article XI (the indemnified "Indemnitee") shall give the other party shall promptly notify (the indemnifying party "Indemnifying Party") notice of any claim or the commencement of any action or proceeding for which such claim in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unlessIndemnitee seeks indemnification, and only to such Indemnitee shall permit the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. (b) The indemnifying party or its designee will have the right but not the obligation, Indemnifying Party to assume the defense of any claim described or any litigation resulting from such claim. The failure by any Indemnitee to give an Indemnifying Party timely notice shall not preclude any Indemnitee from seeking indemnification from any Indemnifying Party except to the extent that such failure has materially prejudiced the Indemnifying Party's ability to defend the claim or litigation. No Indemnifying Party shall settle any claim for which any Indemnitee seeks indemnification in Paragraph 6 respect of an indemnifiable claim hereunder or 7 aboveconsent to entry of any judgment in litigation arising from such a claim without obtaining a release of each Indemnitee from all liability in respect of such claim or litigation. If an Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, provided, howeveror if injunctive relief is sought against an Indemnitee, the indemnified party Indemnitee may, but shall have the right at its option to no obligation to, defend and to compromise against or settle such claim which compromise or settlement litigation in such manner as it may deem appropriate. The Indemnifying Party shall be made only promptly reimburse each Indemnitee for the amount of all expenses, legal or otherwise, incurred by such Indemnitee in connection with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within 15 days after receipt of notice of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf or litigation. If no settlement of and the claim or litigation is made, the Indemnifying Party shall promptly reimburse each Indemnitee for the account amount of any judgment rendered with respect to such claim or in such litigation and risk of the indemnifying partyall expenses, subject to the right of the indemnifying party to assume legal and otherwise, incurred by each Indemnitee, in the defense of against such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claimlitigation.

Claims by Third Parties. The obligations and liabilities of an indemnifying party under any provision of this Agreement with respect to claims relating to third parties shall be subject 7.5.1 Purchaser will give notice to the following terms and conditions: (a) Whenever Company promptly after the Purchaser has actual knowledge of any indemnified party shall have received notice that claim from a claim has been asserted or threatened against such indemnified third party, which, if valid, would subject the indemnifying party as to an which indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unlessmay be sought, and only to will permit the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. Company (bat its expense) The indemnifying party or its designee will have the right but not the obligation, to assume the defense of any claim described in Paragraph 6 or 7 above, provided, however, any litigation resulting therefrom; provided that (a) counsel for the indemnified party Company who shall have conduct the right at its option to defend and to compromise or settle defense of such claim which compromise or settlement litigation shall be made only satisfactory to the Purchaser and (b) the omission by the Purchaser or any Purchaser Indemnified Person to give notice as provided herein will not relieve the Company of its or their indemnification obligations under this Agreement. Neither the Purchaser nor any other Purchaser Indemnified Person shall be required to commence litigation or to take any action against any third party prior to making a claim for indemnification hereunder. The Company in the defense of any such claim or litigation, will not, except with the written consent of the indemnifying partyPurchaser, consent to the entry of any judgment or enter into any settlement. If the Company assumes the defense of such consent claim or litigation, no compromise or settlement of such claims may be effected by the Company without the Purchaser’s consent, which shall not be unreasonably withheld. If Notwithstanding the indemnifying foregoing, a Purchaser Indemnified Person will have the right at all times to take over and assume control of the defense, settlement, negotiations or lawsuit relating to any claim or demand, including, without limitation, in the event that (y) the Company is also a party to such claim or litigation and the Purchaser determines in good faith that joint representation would be inappropriate or (z) the Company fails to provide reasonable assurance to the Purchaser of its financial capacity to defend such claim or litigation and to provide indemnification with respect to such claim or litigation. In the event that the Company does not accept the defense of any matter as above provided, a Purchaser Indemnified Person will have the full right to defend against any such claim or demand, and will be entitled to settle or agree to pay in full such claim or demand, in its sole and absolute discretion. In any event, the Company will cooperate in the defense of such action and the records of the Company shall be available to the Purchaser and the other Purchaser Indemnified Persons with respect to such defense. Nothing in this Section 7.5.1 is intended to prevent or restrict the Purchaser from retaining its own counsel in any such matter, and the Purchaser shall have such right at all times. 7.5.2 The Company will give notice to the Purchaser promptly after the Company has actual knowledge of any claim from a third party, as to which indemnity may be sought, and will permit the Purchaser (at its expense) to assume the defense of any claim or any litigation resulting therefrom; provided that (a) counsel for the Purchaser who shall conduct the defense of such claim within 15 days after receipt or litigation shall be satisfactory to the Company and (b) the omission by the Company to give notice as provided herein will not relieve the Purchaser of notice of its indemnification obligations under this Agreement. The Company shall not be required to commence litigation or to take any action against any third party prior to making a claim pursuant to Paragraph 22, for indemnification hereunder. The Purchaser in the indemnified party against which defense of any such claim has been asserted or litigation, will (upon delivering notice to such effect not, except with the written consent of the Company, consent to the indemnifying party) have entry of any judgment or enter into any settlement. If the right to undertakePurchaser assumes the defense of such claim or litigation, at the indemnifying party's cost and expense, the defense, no compromise or settlement of such claim on behalf of claims may be effected by the Purchaser without the Company’s consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, the Company will have the right at all times to take over and for the account and risk assume control of the indemnifying partydefense, subject settlement, negotiations or lawsuit relating to any claim or demand, including, without limitation, in the event that (y) the Purchaser is also a party to such claim or litigation and the Company determines in good faith that joint representation would be inappropriate or (z) the Purchaser fails to provide reasonable assurance to the Company of its financial capacity to defend such claim or litigation and to provide indemnification with respect to such claim or litigation. In the event that the Purchaser does not accept the defense of any matter as above provided, the Company will have the full right of to defend against any such claim or demand, and will be entitled to settle or agree to pay in full such claim or demand, in its sole and absolute discretion. In any event, the indemnifying party to assume Purchaser will cooperate in the defense of such claim at any time prior to settlement, compromise or final determination thereof action and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent records of the indemnifying party. In Purchaser shall be available to the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any Company with respect to such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claim.

Claims by Third Parties. The obligations and liabilities of an indemnifying party under any provision of this Agreement with With respect to claims relating to by third parties parties, ----------------------- the Indemnifying Party shall be subject to the following terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. (b) The indemnifying party or its designee will have the right but not the obligation, entitled to assume the defense control of any claim described in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within 15 days after receipt of notice of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior the expense of the Indemnifying Party with counsel reasonably satisfactory to settlement, compromise or final determination thereof and the Indemnified Party; provided, however, that that: (i) the indemnified party Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party shall, without the consent of the Indemnified Party (which consent shall not be unreasonably withheld), consent to the entry of any judgment or enter into any settlement (A) that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such compromise claim or (B) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement without could materially interfere with the written consent business, operations or assets of the indemnifying party. In Indemnified Party; and (iii) if the event Indemnifying Party does not assume control of the indemnified party assumes defense of such claim in accordance with the foregoing provisions within ten (10) business days (or such shorter period as legal process may require) after receipt of notice of the claim, the indemnified party will keep Indemnified Party shall have the indemnifying party right to defend, contest and/or settle such claim in such manner as it deems reasonably informed appropriate at the cost and expense of the progress Indemnifying Party, the amount of any such defense, compromise or settlement. The indemnifying party the actual costs and expenses shall not be liable for challenged by the Indemnifying Party and the Indemnifying Party will pay and reimburse the Indemnified Party therefor in full in accordance with this Section 5; provided that the Indemnified Party shall coordinate with the Indemnifying Party and each Party shall use its commercially reasonable efforts to determine together whether the entry of any judgment or any settlement of any action effected without its consentsuch claim shall include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnifying Party of a release from all liability in respect of such claim if, but if settled pursuant to or as a result of such judgment or settlement, injunctive or other equitable relief would be imposed against the Indemnifying Party or such judgment or settlement could materially interfere with the consent business, operations or assets of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claimIndemnifying Party.

Claims by Third Parties. The obligations and liabilities of an indemnifying party under any provision of this Agreement with With respect to claims relating to made by third parties parties, the Indemnifying Party, upon acknowledgment of its liability for the claim, shall be subject entitled to assume control of the defense of such action or claim with counsel reasonably satisfactory to the following terms and conditionsIndemnified Party; PROVIDED, that: (ai) Whenever any indemnified party the Indemnified Party shall have received notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject be entitled to participate in the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party defense of such claim and to employ counsel at its own expense to assist in the manner described handling of such claim; (ii) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement without the consent of the Indemnified Party (A) if such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all Liability in Paragraph 22; providedrespect to such claim, however(B) if such judgment or settlement would result in the finding or admission of any violation of Law, or (C) if as a result of such consent or settlement injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could interfere with or adversely affect the business, operations or assets of the Indemnified Party. In the event that the failure Indemnified Party shall in good faith determine that the conduct of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. (b) The indemnifying party or its designee will have the right but not the obligation, to assume the defense of any claim described subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's Tax Liability or the ability of Buyer to conduct their business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in Paragraph 6 respect of such claim or 7 above, provided, howeverany litigation relating thereto, the indemnified party Indemnified Party shall have the right at its option all times to defend take over and assume control over the defense, settlement, negotiations or litigation relating to compromise or any such claim, with counsel reasonably acceptable to the Indemnifying Party, at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim which compromise or settlement shall be made only with litigation without the written consent of the indemnifying partyIndemnifying Party, such consent not to be unreasonably withheld. If In any event, the indemnifying party fails Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to the Agreement and the records of each shall be available to the other with respect to such defense; and (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within 15 ten days after receipt of notice of a the claim pursuant or, if having taken over such defense, does not in the reasonable opinion of the Indemnified Party proceed diligently to Paragraph 22defend such claim, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) Indemnified Party shall have the right to undertake, defend such claim in such manner as it may deem appropriate at the indemnifying party's cost and expense, expense of the defense, compromise Indemnifying Party pursuant to the terms of this Agreement. The Indemnifying Party shall be bound by any defense or settlement of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party Indemnified Party shall not enter into any make in good faith with respect to such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, and the indemnified party will keep Indemnifying Party shall promptly reimburse the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled Indemnified Party therefore in accordance with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claimthis Article XII.

Claims by Third Parties. The obligations and liabilities Promptly after receipt by an indemnified party of written notice of the commencement of any investigation, claim, proceeding or other action in respect of which indemnity may be sought from the indemnitor (an indemnifying party under any provision of this Agreement with respect to claims relating to third parties shall be subject to the following terms and conditions: (a) Whenever any "Action"), such indemnified party shall notify the indemnitor in writing of the commencement of such Action; but the omission to so notify the indemnitor shall not relieve it from any liability that it may otherwise have received notice that a claim has been asserted or threatened against to such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only except to the extent that, that the indemnitor is materially prejudiced or forfeits substantive rights or defenses as a result of such failure caused the damages for failure. In connection with any Action in which the indemnifying party is obligated to be greater than they would have been had the indemnitor and any indemnified party given timely notice. (b) The indemnifying party or its designee will have are parties, the right but not indemnitor shall be entitled to participate therein, and may assume the obligation, to assume defense thereof. Notwithstanding the assumption of the defense of any claim described in Paragraph 6 or 7 abovesuch Action by the indemnitor, provided, however, the each indemnified party shall have the right at its option to defend employ separate counsel and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume participate in the defense of such claim within 15 days after receipt Action, and the indemnitor shall bear the reasonable fees, costs and expenses of notice such separate counsel to such indemnified party if: (a) the indemnitor shall have agreed to the retention of a claim pursuant to Paragraph 22such separate counsel, (b) the defendants in, or target of, any such Action include more than one indemnified party or both an indemnified party and the indemnitor, and the indemnified party against which shall have reasonably concluded that representation of such claim has been asserted will (upon delivering notice indemnified party and the indemnitor by the same counsel would be inappropriate due to actual or, as reasonably determined by such effect to the indemnifying party) have the right to undertake, at the indemnifying indemnified party's cost and expensecounsel, potential differing interests between them in the defense, compromise or settlement conduct of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim Action, or if there may be legal defenses available to such indemnified party that are different from or additional to those available to the other indemnified party or to the indemnitor, or (c) the indemnitor shall have failed to employ counsel reasonably satisfactory to such indemnified party within a reasonable period of time after notice of the institution of such Action. If such indemnified party retains separate counsel in cases other than as described in clauses (a), (b) or (c) above, such counsel shall be retained at any time prior to settlementthe expense of such indemnified party. Except as provided above, compromise or final determination thereof it is hereby agreed and provided, however, understood that the indemnitor shall not, in connection with any Action in the same jurisdiction, be liable for the fees and expenses of more than one counsel for all such indemnified parties (together with appropriate local counsel). The party from whom indemnification is sought shall not enter into any such compromise or settlement not, without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party seeking indemnification (which consent shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claim.be

Claims by Third Parties. The obligations and liabilities of an indemnifying party under any provision of this Agreement with With respect to claims relating to made by third parties shall be subject parties, if the Indemnifying Party admits to the following Indemnified Party and agrees in writing that it will be obligated under the terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against of its indemnity hereunder in connection with such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreementclaim, the indemnified party shall promptly notify Indemnifying Party will be entitled to assume control of the indemnifying party defense of such claim in action or claim, at its sole expense, with counsel reasonably satisfactory to the manner described in Paragraph 22Indemnified Party; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice.: (bi) The indemnifying party or its designee the Indemnified Party will have the right but not the obligation, be entitled to assume the defense of any claim described participate in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party will consent to the entry of any judgment or enter into any settlement that: (A) does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim; or (B) would result in the imposition against the Indemnified Party of injunctive or other equitable relief; or (C) could materially interfere with the business, operations or assets of the Indemnified Party; and (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within 15 ten (10) business days after receipt of notice of a claim pursuant to Paragraph 22the claim, the indemnified party against which such claim has been asserted Indemnified Party will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, defend such claim in such manner as it may deem appropriate at the indemnifying party's reasonable cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk expense of the indemnifying partyIndemnifying Party, subject and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Section 4.04; provided that the Indemnifying Party and the Indemnified Party will not consent to the right entry of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise judgment or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In Indemnifying Party, which consent will not be unreasonably withheld or delayed, and that: (A) does not include as an unconditional term thereof the event giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim; or (B) would result in the indemnified party imposition against the Indemnified Party of injunctive or other equitable relief; or (C) could materially interfere with the business, operations or assets of the Indemnified Party; provided, further, that if the Indemnified Party assumes the defense of the such claim, the indemnified party Indemnified Party will keep the indemnifying party Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled and will consult with and consider reasonable advice from the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claimIndemnifying Party.

Claims by Third Parties. The obligations and liabilities of an indemnifying party under any provision of this Agreement with respect to claims relating to third parties shall be subject to the following terms and conditions: (a) Whenever In the event of any indemnified party shall have received notice that a action or claim has been asserted by third parties (including tax or threatened against such indemnified party, which, if valid, would subject other authorities) possibly giving rise to the indemnifying party to an Sellers’ indemnity obligation under this Agreement, obligations the indemnified party Purchaser shall promptly notify so inform the indemnifying party of such Sellers, who shall consequently have the right to decide whether or not to appoint, at its cost and expenses, its counsels for the defense against the third party’s claim in and to settle the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely noticerelevant dispute. (b) The indemnifying party Should the Purchaser or its designee will have any of the right but not Companies be proposed to settle the obligation, to assume claims raised by the defense of any claim described in Paragraph 6 or 7 above, provided, howeverthird party, the indemnified party following procedure shall have apply: in the right at its option event the Purchaser is willing to defend and accept the settlement, it shall so communicate it in writing to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheldSellers. If the indemnifying party fails Sellers deny their approval to assume the defense settlement within 10 days from such communication: (i) the Purchaser will be allowed to settle the claim, but in this case the Sellers shall be released from any indemnity obligation related to such controversy; or (ii) by means of such claim written communication to be sent within 15 10 days after from receipt of notice of a claim pursuant to Paragraph 22the Sellers’ denial, the indemnified party against which such claim has been asserted will (upon delivering notice Purchaser can request the Sellers to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, timely intervene in the defense, compromise or settlement of such claim on behalf of bearing all relevant costs and expenses, and timely providing for the account and risk payment of any sum to be paid by the Purchaser or by any of the indemnifying partyCompanies pursuant to any measures, subject to also temporarily enforceable, issued by the right of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying partycompetent authority. In such case, should the Sellers not timely intervene in the defense, the Purchaser will be free to proceed with the settlement and the Sellers shall be liable for the relevant indemnity; in the event the indemnified party assumes defense Sellers is willing to accept the settlement while the Purchaser is not available to accept it, the Purchaser shall be free not to accept the settlement but in such event the Sellers indemnity liability regarding the claim shall be limited to the amount of the claimsettlement refused by the Purchaser; in the event both the Sellers and the Purchaser decide to accept the settlement, the indemnified party will keep Sellers shall pay the indemnifying party reasonably informed amount of the progress of any such defensesettlement, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consentas indemnification, but if settled with to the consent of Purchaser and the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors Sellers will be permitted by released from the party undertaking such defense, and its attorneys, to observe liability deriving from the defense of such claimindemnity obligation.

Claims by Third Parties. The obligations and liabilities of an indemnifying party under any provision of this Agreement with With respect to claims relating to made by third parties shall be subject parties, if the Indemnifying Party admits to the following Indemnified Party and agrees in writing that it will be obligated under the terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against of its indemnity hereunder in connection with such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreementclaim, the indemnified party shall promptly notify Indemnifying Party will be entitled to assume control of the indemnifying party defense of such claim in action or claim, at its sole expense, with counsel reasonably satisfactory to the manner described in Paragraph 22Indemnified Party; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice.: (bi) The indemnifying party or its designee the Indemnified Party will have the right but not the obligation, be entitled to assume the defense of any claim described participate in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) no Indemnifying Party will consent to the entry of any judgment or enter into any settlement that (A) does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim or (B) would result in the imposition against the Indemnified Party of injunctive or other equitable relief; or (C) could materially interfere with the business, operations or assets of the Indemnified Party; and, (iii) if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within 15 ten (10) business days after receipt of notice of a claim pursuant to Paragraph 22the claim, the indemnified party against which such claim has been asserted Indemnified Party will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, defend such claim in such manner as it may deem appropriate at the indemnifying party's reasonable cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk expense of the indemnifying partyIndemnifying Party, subject and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Section 4.04; provided that the Indemnifying Party and the Indemnified Party will not consent to the right entry of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise judgment or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In Indemnifying Party, which consent will not be unreasonably withheld or delayed, and that (A) does not include as an unconditional term thereof the event giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim or (B) would result in the indemnified party imposition against the Indemnified Party of injunctive or other equitable relief; or (C) could materially interfere with the business, operations or assets of the Indemnified Party; provided, further, that if the Indemnified Party assumes the defense of the such claim, the indemnified party Indemnified Party will keep the indemnifying party Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlementsettlement and will consult with and consider reasonable advice from the Indemnifying Party. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claim.

Claims by Third Parties. The obligations To the extent that (i) any Third Party asserts patent infringement in the Territory regarding the Product or (ii) there are any FDA regulatory claims or FDA proceedings against Stason or Developers or any of their Affiliates, regarding the Product in the Territory or the NDA for such Product (including, for example, citizen petitions, but explicitly excluding Proceedings related to product liability and liabilities any other Proceeding subject to indemnification under Article 14), Stason shall have sole control in addressing, defending, managing and conducting such claims or assertions, any related litigation and any settlement or settlement negotiations thereof (collectively “Litigation”), using counsel of an indemnifying party its choice. In connection with any such Litigation, Developers shall fully cooperate with Stason and Stason’s counsel. If Developers is named in any such Litigation, Developers shall become a client of Stason’s legal counsel and agrees that such legal counsel will act solely under the instruction of Stason. Developers shall sign a waiver with such legal counsel to that effect Developer’s full support of Stason’s legal counsel shall not obligate Developers in any provision of this Agreement way to pay Stason’s legal counsel for any expenses incurred during such litigation. Developers may additionally employ its own legal counsel, at its own cost, to advise Developers, and Stason and its legal counsel shall make themselves reasonably available to consult with such counsel, and will consider the input from such counsel in good faith. Stason’s legal counsel shall keep Developers, or Developer’s own legal counsel (employed by Developers at its own expense), reasonably informed with respect to claims relating to third parties shall be subject to material events in the following terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party progress of such claim Litigation and in the manner described in Paragraph 22; provided, however, that the failure support of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unlessforegoing, and only respond to inquiries by Developers regarding such Litigation, to the extent thatpermissible under any applicable protective order, and disclose to Developers or Developer’s own legal counsel upon request, the Litigation strategy, status, and all material decisions issued by the courts in such failure caused matters. Stason and Developers and their respective Affiliates shall, and each of Stason and Developers shall cause its Affiliates to, cooperate with each other in relation to Litigation matters and when reasonably practical shall discuss, consult and participate with each other on the damages for which the indemnifying party is obligated course of action to be greater than they would have been had the indemnified party given timely notice. followed. Stason shall bear all expenses, costs, fees, including its own attorney’s fees and any award of damages or litigation costs associated with Litigation in connection with this Section 11.2.3 (b) The indemnifying party or its designee will have the right but not the obligation, to assume the defense costs and expenses of any claim described in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheldDeveloper’s own counsel). If the indemnifying party fails to assume the defense of such claim within 15 days after receipt of notice of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party Stason shall not enter into any such compromise or settlement of Litigation (“Settlement”) that requires Developers to pay, without the prior written consent of Developers. Stason shall not enter into any Settlement that admits to the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress invalidity or unenforceability of any such defenseIssued Product Patents, compromise or settlementwithout the prior written consent of Developers. The indemnifying party Stason will provide to Developers a copy of any Settlement agreement entered into by Stason, subject to Developers entering into an appropriate confidentiality agreement. Stason will not enter into any Settlement that provides cash payments to Stason by the plaintiff, without Developer’s prior written consent. Developers shall not be liable for enter into any settlement settlement, agreement, consent judgment or other voluntary final disposition of any action effected proceeding or threatened proceeding relating to the Product without its consentthe prior written consent of Stason. Prior to entering into any Settlement and promptly, but if settled no later than three business days after receiving a proposal regarding a Settlement, Stason shall consult in good faith with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any Developers regarding such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claimSettlement.

Claims by Third Parties. The obligations and liabilities Promptly after receipt by an indemnified party of written notice of the commencement of any investigation, claim, proceeding or other action in respect of which indemnity may be sought from the indemnitor (an indemnifying party under any provision of this Agreement with respect to claims relating to third parties shall be subject to the following terms and conditions: (a) Whenever any "Action"), such indemnified party shall notify the indemnitor in writing of the commencement of such Action; but the omission to so notify the indemnitor shall not relieve it from any liability that it may other- wise have received notice that a claim has been asserted or threatened against to such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only except to the extent that, that the indemnitor is materially prejudiced or forfeits substantive rights or defenses as a result of such failure caused the damages for failure. In connection with any Action in which the indemnifying party is obligated to be greater than they would have been had the indemnitor and any indemnified party given timely notice. (b) The indemnifying party or its designee will have are parties, the right but not indemnitor shall be entitled to participate therein, and may assume the obligation, to assume defense thereof. Notwithstanding the assumption of the defense of any claim described in Paragraph 6 or 7 abovesuch Action by the indemnitor, provided, however, the each indemnified party shall have the right at its option to defend employ separate counsel and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume participate in the defense of such claim within 15 days after receipt Action, and the indemnitor shall bear the reasonable fees, costs and expenses of notice such separate counsel to such indemnified party if: (a) the indemnitor shall have agreed to the retention of a claim pursuant to Paragraph 22such separate counsel, (b) the indemnified party against which shall have concluded that representation of such claim has been asserted will (upon delivering notice indemnified party and the indemnitor by the same counsel would be inappropriate due to actual or, as reasonably determined by such effect to the indemnifying party) have the right to undertake, at the indemnifying indemnified party's cost and expensecounsel, potential differing interests between them in the defense, compromise or settlement conduct of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim Action, or if there may be legal defenses available to such indemnified party that are different from or additional to those available to the other indemnified party or to the indemnitor, or (c) the indemnitor shall have failed to employ counsel reasonably satisfactory to such indemnified party within a reasonable period of time after notice of the institution of such Action. If such indemnified party retains separate counsel in cases other than as described in clauses (a), (b) or (c) above, such counsel shall be retained at any time prior to settlementthe expense of such indemnified party. Except as provided above, compromise or final determination thereof it is hereby agreed and provided, however, understood that the indemnitor shall not, in connection with any Action in the same jurisdiction, be liable for the fees and expenses of more than one counsel for all such indemnified parties (together with appropriate local counsel). The party from whom indemnification is sought shall not enter into any such compromise or settlement not, without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party seeking indemnification (which consent shall not be liable for unreasonably withheld), settle or compromise any settlement claim or consent to entry of any action effected without its consent, but if settled with judgment that involves more than the consent payment of money or that does not include an unconditional release of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees seeking indemnification from all liabilities with respect to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claim.

Claims by Third Parties. The obligations and liabilities 6.4.1 Promptly upon receipt by either the Purchaser or the Vendor (herein referred to as the "Indemnitee") of an indemnifying notice of any Third Party Claim in respect of which the Indemnitee proposes to demand indemnification from the other party under any provision of to this Agreement with respect (the "Indemnitor"), the Indemnitee shall forthwith give notice to claims relating to third parties shall be subject that effect to the following terms and conditions:Indemnitor. (a) Whenever any indemnified party 6.4.2 The Indemnitor shall have received the right, exercisable by giving notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject to the indemnifying party to an indemnity obligation under this Agreement, Indemnitee not later than 30 days after receipt of the indemnified party shall promptly notify the indemnifying party of such claim in the manner notice described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. (b) The indemnifying party or its designee will have the right but not the obligationSection 6.3.1, to assume the defense of any claim described in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the written consent control of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within 15 days after receipt of notice of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defensedefence, compromise or settlement of such claim on behalf of and for the account and risk of Third Party Claim, provided that: (1) the indemnifying party, subject Indemnitor shall first deliver to the right of the indemnifying Indemnitee its written consent to be joined as a party to assume any action or proceeding relating thereto; and, (2) the defense Indemnitor shall at the Indemnitee's request furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defensedefence, compromise or settlement. The indemnifying party . 6.4.3 Upon the assumption of control by the Indemnitor as aforesaid, the Indemnitor shall, at its expense, diligently proceed with the defence, compromise or settlement of the Third Party Claim at the Indemnitor's sole expense, including employment of counsel reasonably satisfactory to the Indemnitee, and in connection with such proceedings, the Indemnitee shall not co-operate fully, but at the expense of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses under the Indemnitee's control and to make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defence, provided always that the Indemnitee shall be liable entitled to reasonable security from the Indemnitor for any settlement of any action effected without its consentexpense, but if settled with the consent of the indemnifying party costs or if there be a final judgment beyond review other liabilities to which it maybe or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability may become exposed by reason of such co-operation. 6.4.4 The final determination of any such Third Party Claim, including all related costs and expense, will be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor. 6.4.5 Should the Indemnitor fail to give notice to the Indemnitee as provided in Section 6.3.2, the Indemnitee shall be entitled to make such settlement of the Third Party Claim as in its sole discretion may appear advisable, and such settlement or judgment. Any party who does not undertake any other final determination of the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it Third Party Claim shall deem necessary, which attorneys and advisors will be permitted by binding upon the party undertaking such defense, and its attorneys, to observe the defense of such claimIndemnitor.

Claims by Third Parties. 4.1 The obligations Licensor declares that, to the best of its knowledge, the Approval Rights do not infringe any right or other protection owned or controlled by persons other than the Licensor, excepting a non-exclusive license to Dura-Bilt Modular Company, Inc. to use PC 292, PC 371 and liabilities of an indemnifying party under any provision of PC 339. However, nothing in this Agreement with respect to claims relating to third parties shall be subject construed as a representation or a warranty by the Licensor as to the following terms and conditions:validity of any right or other protection hereby agreed to be licensed or that manufacture, use or sale of the Licensed Products will not infringe any right or other protection owned or controlled by persons who are not parties to this Agreement. (a) Whenever 4.2 In the event any indemnified party shall have received notice that a claim has been asserted action is instituted against the Licensee based upon the exercise of any of the licenses or threatened against such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation rights granted under this Agreement, the indemnified party Licensee shall promptly notify the indemnifying party Licensor and the Licensor shall thereafter, through legal counsel of its choice, defend and prosecute any legal action which results therefrom. The parties hereto will cooperate fully in all respects in the conduct of such claim in the manner described in Paragraph 22; providedlitigation or any settlement negotiations. The Licensor may not, however, that without the failure prior written approval of the indemnified party Licensee, enter into any compromise, stipulation or other agreement of settlement which may prejudice the Licensee's rights or obligate the Licensee to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations pay any monies or other consideration to a third party. Any costs or expense incurred, or any profits or awards obtained under this Agreement unless, Section 4.2 will be paid or collected by the Licensee and only thereafter deducted or added to the extent that, such failure caused "gross selling price" for the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely noticeappropriate reporting period under Section 9 of this Agreement. (b) The indemnifying party or its designee will have 4.3 In the right but not event any action is instituted against the obligation, to assume Licensor based upon the defense exercise of any claim described in Paragraph 6 of the licenses or 7 above, provided, howeverrights granted under this Agreement, the indemnified party Licensor shall promptly notify the Licensee and the Licensee shall have the right at its option to defend and to compromise or settle such claim participate in any legal action which compromise or settlement shall be made only with results therefrom. The parties hereto will cooperate fully in all respects in the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense conduct of such claim within 15 days after receipt of notice of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise litigation or any settlement of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof and providednegotiations. The Licensor may not, however, that without the indemnified party shall not prior written approval of the Licensee, enter into any such compromise compromise, stipulation or other agreement of settlement without which may substantially affect the written consent of Licensee's rights or obligate the indemnifying Licensee to pay any monies or other consideration to a third party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claim.