Common use of General Indemnification Procedures Clause in Contracts

General Indemnification Procedures. (a) A party seeking indemnification pursuant to this Section 7.4 (an "Indemnified Party") shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and in respect of which indemnity may be sought hereunder, and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party after receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), to assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge the Third Party Claim, (B) such Third Party Claim does not include a request or demand for injunctive or other equitable relief by an Authority and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party shall be deemed to have satisfied the condition set forth in clause (C) of the proceeding sentence if it is a regulated utility.

General Indemnification Procedures. (a) A party An Elion Party or Processa Party seeking indemnification pursuant to this Section 7.4 ‎ARTICLE X (an "“Indemnified Party"”) shall give prompt written notice to the party Party from whom such indemnification is sought (the "“Indemnifying Party"”) of the commencement or assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and Third Party Claim in respect of which indemnity may be sought hereunder, and will shall give the Indemnifying Party such information with respect thereto to any indemnified matter as the Indemnifying Party may reasonably request, but and shall not make any admission concerning any Third Party Claim, unless such admission is required by applicable Law or legal process, including in response to questions presented in depositions or interrogatories. Any admission made by the Indemnified Party or the failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the ability of the Indemnifying Party has suffered actual prejudice therebyto defend such Third Party Claim is prejudiced thereby (and no admission required by applicable Law or legal process shall be deemed to result in prejudice). The Indemnifying Party shall will have the right, exercisable by written notice to the Indemnified Party within ten Business Days after receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), to assume direction and control of the defense defense, litigation, settlement, appeal or other disposition of such the Third Party Claim which involves (including the right to settle the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and continues reasonably acceptable to involvethe Indemnified Party; provided that (a) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, (b) the Third Party Claim seeks solely monetary damages; provided, that damages and (Ac) the Indemnifying Party expressly agrees in such notice that, writing that as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall will be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in clauses (a), (b) and (c) above are collectively referred to as the “Litigation Conditions”). Within ten Business Days after the Indemnifying Party has given notice to the Indemnified Party of its exercise of its right to defend a Third Party Claim, (B) the Indemnified Party will give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party reasonably so objects, the Indemnified Party will continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party will be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim does not include a Claim, the Indemnified Party will cooperate, and will cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, in the defense or demand for injunctive prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or other equitable relief appeals as may reasonably be requested by an Authority and (C) the Indemnifying Party. In the event that the Indemnifying Party makes reasonably adequate provision to assure does not satisfy the Litigation Conditions or does not notify the Indemnified Party of the ability of Indemnifying Party’s intent to defend any Third Party Claim within ten Business Days after notice thereof, the Indemnified Party may (without further notice to the Indemnifying Party to satisfy Party) undertake the full amount defense thereof with counsel of any adverse monetary judgment that is reasonably likely to resultits choice and at the Indemnifying Party’s expense (including reasonable, out-of-pocket attorneys’ fees and costs and expenses of enforcement or defense). The Indemnifying Party shall be deemed or the Indemnified Party, as the case may be, will have the right to have satisfied join in (including the condition set forth right to conduct discovery, interview and examine witnesses and participate in clause (C) all settlement conferences), but not control, at its own expense, the defense of any Third Party Claim that the proceeding sentence if it other party is a regulated utilitydefending as provided in this Agreement.

General Indemnification Procedures. (a) A party Person seeking indemnification pursuant to this Section 7.4 Article X (an "“Indemnified Party"”) shall give prompt written notice to the party Party from whom such indemnification is sought (the "“Indemnifying Party"”) of the commencement or assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and Third Party Claim in respect of which indemnity may be sought hereunder, and will shall give the Indemnifying Party such information with respect thereto to any indemnified Third Party Claim as the Indemnifying Party may reasonably request, but and shall not make any admission concerning any such Third Party Claim, unless such admission is required by applicable Law or legal process, including, without limitation, in response to questions presented in depositions or interrogatories. Any admission made by the Indemnified Party with respect to any such Third Party Claim or the Execution Copy September 4, 2008 failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the ability of the Indemnifying Party has suffered actual prejudice therebyto defend a Third Party Claim is prejudiced thereby (and no admission required by applicable Law or legal process shall be deemed to result in prejudice). The Indemnifying Party shall have assume and conduct the rightdefense of any Third Party Claim for which indemnification is sought, exercisable with counsel selected by written notice the Indemnifying Party and reasonably acceptable to the Indemnified Party after receipt of notice from Party. Subject to the Indemnified Party initial and continuing satisfaction of the commencement terms and conditions of or assertion this Article X, the Indemnifying Party shall have full control of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "such Third Party Claim"), to including, without limitation, settlement negotiations and any legal proceedings. If the Indemnifying Party does not assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; providedin accordance with this Section 10.3, that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge may defend the Third Party Claim. If both Parties are Indemnifying Parties with respect to the same Third Party Claim, the Parties shall determine by mutual agreement, within twenty (B20) days following their receipt of notice of commencement or assertion of such Third Party Claim does not include a request (or demand for injunctive or other equitable relief by an Authority and (C) such lesser period of time as may be required to respond properly to such claim), which Party shall assume the lead role in the defense thereof. Should the Indemnifying Parties be unable to mutually agree on which of them shall assume the lead role in the defense of such Third Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Claim, both Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party Parties shall be deemed entitled to have satisfied the condition set forth participate in clause (C) such defense through counsel of the proceeding sentence if it is a regulated utilitytheir respective choosing.

General Indemnification Procedures. (a) A party Person seeking indemnification pursuant to this Section 7.4 Article X (an "“Indemnified Party"”) shall give prompt written notice to the party Party from whom such indemnification is sought (the "“Indemnifying Party"”) of the commencement or assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and Third Party Claim in respect of which indemnity may be sought hereunder, and will shall give the Indemnifying Party such information with respect thereto to any indemnified Third Party Claim as the Indemnifying Party may reasonably request, but and shall not make any admission concerning any such Third Party Claim, unless such admission is required by applicable Law or legal process, including, without limitation, in response to questions presented in depositions or interrogatories. Any admission made by the Indemnified Party with respect to any such Third Party Claim or the failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the ability of the Indemnifying Party has suffered actual prejudice therebyto defend a Third Party Claim is prejudiced thereby (and no admission required by applicable Law or legal process shall be deemed to result in prejudice). The Indemnifying Party shall have assume and conduct the rightdefense of any Third Party Claim for which indemnification is sought, exercisable with counsel selected by written notice the Indemnifying Party and reasonably acceptable to the Indemnified Party after receipt of notice from Party. Subject to the Indemnified Party initial and continuing satisfaction of the commencement terms and conditions of or assertion this Article X, the Indemnifying Party shall have full control of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "such Third Party Claim"), to including, without limitation, settlement negotiations and any legal proceedings. If the Indemnifying Party does not assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; providedin accordance with this Section 10.3, that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge may defend the Third Party Claim. If both Parties are Indemnifying Parties with respect to the same Third Party Claim, the Parties shall determine by mutual agreement, within twenty (B20) days following their receipt of notice of commencement or assertion of such Third Party Claim does not include a request (or demand for injunctive or other equitable relief by an Authority and (C) such lesser period of time as may be required to respond properly to such claim), which Party shall assume the lead role in the defense thereof. Should the Indemnifying Parties be unable to mutually agree on which of them shall assume the lead role in the defense of such Third Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Claim, both Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party Parties shall be deemed entitled to have satisfied the condition set forth participate in clause (C) such defense through counsel of the proceeding sentence if it is a regulated utilitytheir respective choosing.

General Indemnification Procedures. (a) A party Ocuphire Party or Processa Party seeking indemnification pursuant to this Section 7.4 ARTICLE X (an "“Indemnified Party"”) shall (a) give prompt written notice to the party Party from whom which such indemnification is sought (the "“Indemnifying Party"”) of the commencement or assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and Third-Party Claim in respect of which indemnity may be sought hereunder, and will (b) give the Indemnifying Party such information with respect thereto to any indemnified matter as the Indemnifying Party may reasonably request, but and (b) not make any admission concerning any Third-Party Claim, unless such admission is required by applicable Law or legal process, including in response to questions presented in depositions or interrogatories. Any admission made by the Indemnified Party or the failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party after receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), to assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge the Third Party Claim, (B) such Third Party Claim does not include a request or demand for injunctive or other equitable relief by an Authority and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that defend such Third-Party Claim is reasonably likely prejudiced thereby (and no admission required by applicable Law or legal process shall be deemed to resultresult in prejudice). The Indemnifying Party shall be deemed assume and conduct the defense of such Third-Party Claim, with counsel selected by the Indemnifying Party and reasonably acceptable to have satisfied the condition set forth in clause (C) Indemnified Party. Subject to the initial and continuing satisfaction of the proceeding sentence if it is a regulated utilityterms and conditions of this ARTICLE X by the Indemnifying Party, the Indemnifying Party shall have full control of such Third-Party Claim, including settlement negotiations and any legal proceedings. If the Indemnifying Party does not assume the defense of such Third-Party Claim in accordance with this Section 10.3, the Indemnified Party may defend the Third-Party Claim. If both Parties are Indemnifying Parties with respect to the same Third-Party Claim, the Parties shall determine by mutual agreement, within twenty (20) days following their receipt of notice of commencement or assertion of such Third-Party Claim (or such lesser period of time as may be required to respond properly to such claim), which Party shall assume the lead role in the defense thereof. Should the Indemnifying Parties be unable to mutually agree on which of them shall assume the lead role in the defense of such Third-Party Claim, both Indemnifying Parties shall be entitled to participate in such defense through counsel of their respective choosing.

General Indemnification Procedures. (a) A In the event that any party seeking indemnification pursuant to this Section 7.4 (an "Agreement or any other Purchaser Indemnified Party") shall give prompt written notice Party or Seller Indemnified Party reasonably believes that such party has a claim with respect to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and in respect of Adverse Consequences for which indemnity may be sought hereunderby such party pursuant to this Article 6 (each, and will give a “Claim”), the party indemnified hereunder (the “Indemnified Party”) shall notify Seller or Purchaser, as applicable (the “Indemnifying Party”) by sending written notice of such Claim, to the Indemnifying Party (each such information with respect thereto as notice, an “Indemnity Notice”). In the case of a Claim involving a third party claim (defined below), an Indemnity Notice shall be given of such Claim within 15 days after the discovery by an Indemnified Party of such Claim against the Indemnifying Party may reasonably requestParty; provided, but however, that any delay or failure to give such required notice shall relieve the notify any Indemnifying Party of any liability hereunder only Claim shall not relieve it from any Liability except to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party after receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), to assume the defense of such Third Party Claim which involves action is prejudiced by such delay or failure to notify or promptly notify. Any Indemnity Notice shall, to the extent ascertainable, (and continues to involvei) solely monetary damages; provided, that state (Awith reasonable specificity) the Indemnifying Party expressly agrees in such notice thatbasis on which indemnification is being asserted, as between (ii) set forth the Indemnifying Party amount of Adverse Consequences for which indemnification is being asserted, and (iii) if available, be accompanied by copies of all relevant pleadings, demands and other documentation served on the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge the Third Party Claim, (B) such Third Party Claim does not include a request or demand for injunctive or other equitable relief by an Authority and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party shall be deemed to have satisfied the condition set forth in clause (C) of the proceeding sentence if it is a regulated utility.

General Indemnification Procedures. (a) A party The Party seeking indemnification pursuant to this Section 7.4 (an the "Indemnified Party") shall give prompt written notice to the party from whom such indemnification is sought other Party (the "Indemnifying Party") of the assertion of any claim, the incurrence of any Damages, claim or the commencement of any action, suit or proceeding, of which it has knowledge and proceeding in respect of which indemnity may be sought hereunder, hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request. Such notice shall be given as soon as practicable, but no later than 20 days after the time at which the Indemnified Party received notice of such claim, action, suit or proceeding; provided, however, that failure to give such required notice shall not relieve the Indemnifying Party of any liability hereunder only except to the extent that the Indemnifying Party has suffered actual prejudice damages thereby. The Indemnifying Party shall have the rightright to undertake by counsel of its own choosing, exercisable by written notice to at its expense, the Indemnified Party after receipt of notice from the Indemnified Party of the commencement of or assertion defense of any claim or such action, suit or proceeding involving a third party. The Indemnified Party shall have the right to employ its own counsel in any such action, but the fees and expenses of such counsel shall be at the sole expense of the Indemnified Party unless (i) the employment of counsel by the Indemnified Party has been authorized by a third party prior written consent of the Indemnifying Party, (ii) the Indemnifying Party has not in respect of which indemnity may be sought hereunder (a "Third Party Claim"), fact employed counsel to assume the defense of such Third action within a reasonable time after receiving notice of the commencement of the action, or (iii) the Indemnified Party Claim which involves (and continues to involve) solely monetary damages; provided, has reasonably concluded that (A) the use of any counsel chosen by the Indemnifying Party expressly agrees to represent the Indemnified Party may present such counsel with a conflict of interest, in such notice that, as between each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and the Indemnified Party, solely and the Indemnifying Party shall be obligated to satisfy reimburse or pay such fees and discharge the Third Party Claim, (B) such Third Party Claim does expenses as they are incurred. Whether or not include a request or demand for injunctive or other equitable relief by an Authority and (C) the Indemnifying Party makes chooses to defend or prosecute any claim involving a third party, the Parties shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party shall be deemed to have satisfied the condition set forth requested in clause (C) of the proceeding sentence if it is a regulated utilityconnection therewith.

General Indemnification Procedures. (ai) A party seeking indemnification pursuant to this Section 7.4 6.3 (an "“Indemnified Party"”) shall give prompt written notice to the party from whom such indemnification is sought (the "“Indemnifying Party"”) of the assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and in respect of which indemnity may be sought hereunder, and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party after within twenty (20) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "“Third Party Claim"”), to assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; providedClaim, provided that (A) the Indemnifying defense of such Third Party expressly agrees in such notice that, as between Claim by the Indemnifying Party and will not, in the reasonable judgment of the Indemnified Party, solely have any continuing material adverse effect on the Indemnified Party’s business and (B) the Indemnifying Party shall be obligated keep the Indemnified Party reasonably informed of the progress of such Third Party Claim (the conditions set forth in clauses (A) and (B) are collectively referred to satisfy as the “Litigation Conditions”); and discharge provided further that in the event that the Indemnifying Party assumes the defense of such Third Party Claim, (B) the Indemnifying Party agrees that, regardless whether it is otherwise required to indemnify the Indemnified Party hereunder with respect to such Third Party Claim, it will be responsible for the costs and fees of its attorneys and related litigation expenses incurred by it in the prosecution of the defense of such Third Party Claim does (but not include a request any other Damages arising out of, resulting from or demand relating to such Third Party Claim, the responsibility for injunctive or other equitable relief which shall be governed exclusively by an Authority and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to resultSection 6.3(a)). The Indemnifying Party shall be deemed assuming the defense of such Third Party Claim will use its commercially reasonable efforts, determined in accordance with its reasonable discretion, to have satisfied the condition set forth in clause (C) of the proceeding sentence if it is a regulated utilityvigorously defend such Third Party Claim.

General Indemnification Procedures. (a) A In the event that any Legal Proceeding shall be threatened or instituted in respect to which indemnification may be sought by one party hereto from another party under the provisions of this Section 10, the party seeking indemnification pursuant to this Section 7.4 (an "Indemnified Party"“Indemnitee”) shall give prompt shall, reasonably promptly after acquiring actual knowledge of such threatened or instituted Legal Proceeding, cause written notice in reasonable detail of such threatened or instituted Legal Proceeding covered by this indemnification, to be forwarded to the other party from whom such which indemnification is being sought (“Indemnitor”); provided, however, that the "Indemnifying Party") of the assertion failure to provide such notice as of any claimparticular date as aforesaid will not affect any rights to indemnification hereunder, except to the extent, and only to such extent, that such failure to provide such notice actually and materially prejudices the Indemnitor’s ability to adequately defend such Legal Proceeding or actually and materially increases the amount of a party’s Losses as applicable. In the case of any Losses not involving a Legal Proceeding, the incurrence Indemnitee shall, reasonably promptly after acquiring actual knowledge of such Losses, cause written notice in reasonable detail of such Losses covered by this indemnification, to be forwarded to the Indemnitor; provided, however, that the failure to provide such notice as of any Damages, or the commencement of particular date as aforesaid will not affect any action, suit or proceeding, of which it has knowledge and in respect of which indemnity may be sought rights to indemnification hereunder, and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only except to the extent that failure to provide notice actually and materially increases the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party after receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), to assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge the Third Party Claim, (B) such Third Party Claim does not include a request or demand for injunctive or other equitable relief by an Authority and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party shall be deemed to have satisfied the condition set forth in clause (C) of the proceeding sentence if it is a regulated utilityparty’s Losses as applicable.

General Indemnification Procedures. (a) A party seeking Person entitled to make a claim for indemnification pursuant to this under Section 7.4 8.1 (an "Indemnified PartyINDEMNIFIED PARTY") shall give prompt written notice to the against a party from whom such indemnification is sought (the "Indemnifying PartyINDEMNIFYING PARTY") required thereunder to indemnify such Indemnified Party not involving a claim or action by a third party shall give written notice of the assertion of any claimsuch claim covered by such indemnity to the Indemnifying Party, which notice shall set forth in reasonable detail, the incurrence amount of any Damages, such claim and a description of the basis for such claim with reference to the provision of this Agreement or the commencement Transaction Document under which liability is asserted. In the event that any suit, action or proceedings shall be instituted by any third party or that any claim or demand shall be asserted by any third party in respect of any actionwhich indemnification may be sought under Section 8.1 or 8.2 (a "THIRD-PARTY CLAIM"), suit or proceeding, the Indemnified Party shall reasonably promptly cause written notice of the assertion of such Third Party Claim of which it has knowledge and in respect of which indemnity may to be sought hereunder, and will give forwarded to the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice therebyParty. The Indemnifying Party shall have the right, exercisable at its sole option and expense, to be represented by written notice counsel of its choice and to defend against, negotiate, settle or otherwise take over control and deal with any Third-Party Claim, and if the Indemnifying Party elects to defend against, negotiate, settle or otherwise take over control and deal with any Third-Party Claim, the Indemnifying Party's choice of counsel must be reasonably satisfactory to the Indemnified Party, and the Indemnifying Party after receipt shall within twenty (20) days of such notice from (or sooner, if the nature of the Third-Party Claim so requires) notify the Indemnified Party of its intent to do so. If the commencement of Indemnifying Party elects not to defend against, negotiate, settle or assertion of otherwise take over control and deal with any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Third-Party Claim"), 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, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third-Party Claim; PROVIDED, THAT if the Indemnifying Party contests its obligations to indemnify the Indemnified Party, and if it is finally determined that any such Third-Party Claim was not a claim for which indemnification was available under this Article 8, the Indemnified Party shall reimburse the Indemnifying Party for any expenses advanced on its behalf; PROVIDED, FURTHER, that the Indemnified Party shall keep the Indemnifying Party fully informed of the facts of the Third-Party Claim and the progress of the defense thereof. If the Indemnified Party defends any Third-Party Claim, then the Indemnifying Party shall reimburse the Indemnified Party for the reasonable and documented expenses of defending such Third-Party Claim with respect to which it is entitled to be indemnified hereunder upon submission of periodic bills. If the Indemnifying Party shall assume the defense of any Third-Party Claim, the Indemnified Party may participate, at his, her or its own expense, in the defense of such Third Third-Party Claim which involves (and continues to involve) solely monetary damagesClaim; providedPROVIDED, HOWEVER, that (A) such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party expressly agrees in such notice that, (as between provided above) if (i) so requested by the Indemnifying Party and to participate or (ii) in the reasonable opinion of counsel to the Indemnified Party, solely a conflict or potential conflict 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 obligated required to satisfy and discharge the Third pay for more than one such counsel for all Indemnified Parties in connection with any Third-Party Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, (B) such Third Party Claim does not include a request negotiation or demand for injunctive or other equitable relief by an Authority and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount settlement of any adverse monetary judgment that is reasonably likely to result. The Indemnifying such Third-Party shall be deemed to have satisfied the condition set forth in clause (C) of the proceeding sentence if it is a regulated utilityClaim.

General Indemnification Procedures. (a) A If Purchaser or any of its Affiliates or their respective representatives shall seek indemnification pursuant to Section 8.2 hereof or Seller or any of its Affiliates or their respective representatives shall seek indemnification pursuant to Section 8.3 hereof, such party seeking indemnification pursuant to this Section 7.4 (an the "Indemnified Party") shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") ), stating all facts and circumstances known to the Indemnified Party relating to the claim for which indemnification is sought, the amount of the assertion Loss, if known, and method of any claimcomputation thereof, and containing a reference to the incurrence provisions of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and this Agreement in respect of which indemnity may such right of indemnification is claimed or arises. The obligations and liabilities of the Indemnifying Party under this Article VIII with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article VIII ("Third Party Claims") shall be sought hereundergoverned by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, and will the Indemnified Party shall give the Indemnifying Party notice of such information with respect thereto Third Party Claim as soon as practicable but in no event later than ten days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party may reasonably requestfrom any of his or its obligations under this Article VIII except to the extent the Indemnifying Party is materially prejudiced by such failure, but failure to give such required notice and shall not relieve the Indemnifying Party of from any other obligation or liability hereunder only that he or it may have to the extent that any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party has suffered actual prejudice thereby. The acknowledges in writing his or its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party after receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), entitled to assume and control the defense of such Third Party Claim which involves (at his or its expense and continues through counsel reasonably satisfactory to involve) solely monetary damagesthe Indemnified Party if he or it gives notice of his or its intention to do so to the Indemnified Party within ten days of the receipt of such notice from the Indemnified Party; provided, however, that (A) if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, the Indemnified Party shall be entitled to retain his or its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. Notwithstanding the foregoing, if any Indemnified Party determines in good faith that there is a reasonable probability that an action may materially and adversely affect him or it or his or its Affiliates, other than as a result of monetary damages, such Indemnified Party may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnifying Party expressly agrees shall not be bound by or required to indemnify the Indemnified Party for any loss or damage incurred in such notice that, as between connection with any determination of an action so defended or any compromise or settlement thereof effected by the Indemnified Party without the Indemnifying Party's prior written consent. In the event the Indemnifying Party exercises the right to undertake a defense against a Third Party Claim as provided herein, the Indemnified Party shall make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, solely at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No Third Party Claim may be settled by the Indemnifying Party shall be obligated to satisfy and discharge the Third Party Claim, (B) such Third Party Claim in a manner which does not include a request involve the complete release of the Indemnified Party without the written consent of the Indemnified Party. The Indemnified Party will have no liability with respect to any compromise or demand for injunctive or other equitable relief by settlement of such claims effected without its consent. If notice is given to an Authority Indemnifying Party of the commencement of any proceeding and (C) the Indemnifying Party makes reasonably adequate provision does not, within ten days after the Indemnified Party's notice is given, give notice to assure the Indemnified Party of its election to assume the ability defense of such proceeding, the Indemnified Party shall have the right to defend such proceeding. However, if the Indemnifying Party subsequently notifies the Indemnified Party of its intent to assume the defense of such proceeding, the Indemnified Party shall permit the assumption of the defense by the Indemnifying Party. In no event will the Indemnifying Party be bound by any determination made in such proceeding or any compromise or settlement effected by the Indemnified Party, without the written consent of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party shall be deemed to have satisfied the condition set forth in clause (C) of the proceeding sentence if it is a regulated utilityParty.

General Indemnification Procedures. (ai) A party The Seller or Purchaser seeking indemnification pursuant to this Section 7.4 (an "“Indemnified Party"”) shall give prompt written notice to the other party (either Purchaser its successors and assigns or Seller, respectively) from whom such indemnification is sought (the "“Indemnifying Party"”) of the assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and in respect of which indemnity may be sought hereunder, hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party after within 30 days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "“Third Party Claim"”), to assume the defense of such Third Party Claim which involves Claim. (and continues to involveii) solely monetary damages; provided, that (A) the The Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and or the Indemnified Party, solely as the Indemnifying Party case may be, shall be obligated have the right to satisfy and discharge participate in (but not control), at its own expense, the defense of any Third Party ClaimClaim which the other is defending as provided in this Agreement. (iii) The Indemnifying Party, (B) if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim does not include a request or demand for injunctive or other equitable relief by an Authority and (C) without the Indemnifying Party makes reasonably adequate provision to assure prior written consent of the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result(which consent shall not be unreasonably withheld or delayed). The Indemnifying Party shall be deemed to have satisfied not, without the condition set forth in clause (C) prior written consent of the proceeding sentence if Indemnified Party, enter into any compromise or settlement which commits the Indemnified Party to take, or to forbear to take, any action. The Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it is deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary relief, and shall have the right to settle any Third Party Claim involving monetary damages with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. (iv) Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a regulated utility.third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. 5.5 Intentionally left blank. 5.6

General Indemnification Procedures. (a) A party seeking indemnification pursuant to this Section 7.4 (an "Indemnified Party") shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and in respect of which indemnity may be sought hereunder, and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party after receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), to assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge the Third Party Claim, (B) such Third Party Claim does not include a request or demand for injunctive or other equitable relief by an Authority and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party shall be deemed to have satisfied the condition set forth in clause (C) of the proceeding sentence if it is a regulated utility.. 63

General Indemnification Procedures. (a) A party seeking Person entitled to make a claim for indemnification pursuant to this under Section 7.4 8.1 (an "Indemnified Party") shall give prompt written notice to the against a party from whom such indemnification is sought (the "Indemnifying Party") required thereunder to indemnify such Indemnified Party not involving a claim or action by a third party shall give written notice of the assertion of any claimsuch claim covered by such indemnity to the Indemnifying Party, which notice shall set forth in reasonable detail, the incurrence amount of such claim and a description of the basis for such claim with reference to the provision of this Agreement under which liability is asserted. In the event that any Damagessuit, action or proceedings shall be instituted by any third party or that any claim or demand shall be asserted by any third party in respect of which indemnification may be sought under Section 8.1 or 8.2 (a "Third-Party Claim"), the commencement Indemnified Party shall reasonably promptly cause written notice of any action, suit or proceeding, the assertion of such Third Party Claim of which it has knowledge and in respect of which indemnity may to be sought hereunder, and will give forwarded to the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice therebyParty. The Indemnifying Party shall have the right, exercisable at its sole option and expense, to be represented by written notice counsel of its choice and to defend against, negotiate, settle or otherwise take over control and deal with any Third- Party Claim, and if the Indemnifying Party elects to defend against, negotiate, settle or otherwise take over control and deal with any Third-Party Claim, the Indemnifying Party's choice of counsel must be reasonably satisfactory to the Indemnified Party, and the Indemnifying Party after receipt shall within twenty (20) days of such notice from (or sooner, if the nature of the Third-Party Claim so requires) notify the Indemnified Party of its intent to do so. If the commencement of Indemnifying Party elects not to defend against, negotiate, settle or assertion of otherwise take over control and deal with any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Third-Party Claim"), 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, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third-Party Claim; provided, that if the Indemnifying Party contests its obligations to indemnify the Indemnified Party, and if it is finally determined that any such Third-Party Claim was not a claim for which indemnification was available under this Article 8, the Indemnified Party shall reimburse the Indemnifying Party for any expenses advanced on its behalf; provided, further, that the Indemnified Party shall keep the Indemnifying Party fully informed of the facts of the Third-Party Claim and the progress of the defense thereof. If the Indemnified Party defends any Third-Party Claim, then the Indemnifying Party shall reimburse the Indemnified Party for the reasonable and documented expenses of defending such Third- Party Claim with respect to which it is entitled to be indemnified hereunder upon submission of periodic bills. If the Indemnifying Party shall assume the defense of any Third-Party Claim, the Indemnified Party may participate, at his, her or its own expense, in the defense of such Third Third-Party Claim which involves (and continues to involve) solely monetary damagesClaim; provided, however, that (A) such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party expressly agrees in such notice that, (as between provided above) if (i) so requested by the Indemnifying Party and to participate or (ii) in the reasonable opinion of counsel to the Indemnified Party, solely a conflict or potential conflict 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 obligated required to satisfy and discharge the Third pay for more than one such counsel for all Indemnified Parties in connection with any Third-Party Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, (B) such Third Party Claim does not include a request negotiation or demand for injunctive or other equitable relief by an Authority and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount settlement of any adverse monetary judgment that is reasonably likely to result. The Indemnifying such Third-Party shall be deemed to have satisfied the condition set forth in clause (C) of the proceeding sentence if it is a regulated utilityClaim.

General Indemnification Procedures. (a) A party Person seeking indemnification pursuant to this Section 7.4 Article XII (an "“Indemnified Party"”) shall give prompt written notice to the party Party from whom such indemnification is sought (the "“Indemnifying Party"”) of the commencement or assertion of any claim, the incurrence of Third Party Claim (which in no event includes any Damages, claim by any Biodesix Party or the commencement of any action, suit or proceeding, of which it has knowledge and AVEO Party) in respect of which indemnity may be sought hereunder, and will shall give the Indemnifying Party such information with respect thereto to any indemnified matter as the Indemnifying Party may reasonably request, but and shall not make any admission concerning any Third Party Claim, unless such admission is required by applicable Law or legal process, including in response to questions presented in depositions or interrogatories. Any admission made by the Indemnified Party or the failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the ability of the Indemnifying Party has suffered actual prejudice therebyto defend such Third Party Claim is prejudiced thereby (and no admission required by applicable Law or legal process shall be deemed to result in prejudice). The Indemnifying Party shall have assume and conduct the rightdefense of such Third Party Claim, exercisable with counsel selected by written notice the Indemnifying Party and reasonably acceptable to the Indemnified Party after receipt of notice from Party. Subject to the Indemnified Party initial and continuing satisfaction of the commencement terms and conditions of or assertion this Article XII, the Indemnifying Party shall have full control of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "such Third Party Claim"), to including settlement negotiations and any legal proceedings. If the Indemnifying Party does not assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; providedin accordance with this Section 12.3, that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge may defend the Third Party Claim. If both Parties are Indemnifying Parties with respect to the same Third Party Claim, (B) the Parties shall determine by mutual agreement, within [**] days following their receipt of notice of commencement or assertion of such Third Party Claim does not include a request (or demand for injunctive or other equitable relief by an Authority and (C) such lesser period of time as may be required to respond properly to such claim), which Party shall assume the lead role in the defense thereof. Should the Indemnifying Parties be unable to mutually agree on which of them shall assume the lead role in the defense of such Third Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Claim, both Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party Parties shall be deemed entitled to have satisfied the condition set forth participate in clause (C) such defense through counsel of the proceeding sentence if it is a regulated utility.their respective choosing. EXECUTION VERSION

General Indemnification Procedures. (ai) A party An Indemnified Party seeking indemnification pursuant to this Section 7.4 14.02 for a Third Party Claim (an "Indemnified Party"as defined below) shall give prompt written notice as promptly as is reasonably practicable to the party from whom such indemnification is sought (the "Indemnifying Party") Party of the assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and in respect of which indemnity may be sought hereunder, stating the nature, estimated amount of the Damages that may have been or are reasonably expected to be suffered by the Indemnified Party and the basis of such Third Party Claim in reasonable detail and specificity (based on information reasonably available to the Indemnified Party), and will give the Indemnifying Party such additional information with respect thereto as the Indemnifying Party may reasonably request, but . The rights of the Indemnified Party to be indemnified hereunder shall not be adversely affected by its failure to give give, or its failure to timely give, such required notice shall relieve the Indemnifying Party of any liability hereunder with respect thereto unless, and if so, only to the extent that that, the Indemnifying Party has suffered actual prejudice is prejudiced thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party after within 60 days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), at the sole expense of the Indemnifying Party, to assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, provided that (A) the defense or settlement of such Third Party Claim by the Indemnifying Party expressly agrees will not, in such notice that, as between the Indemnifying Party and reasonable judgment of the Indemnified Party, solely have a material adverse effect on the Indemnified Party's business (the "Litigation Conditions"); provided, however, that if the parties in any action shall include both an Indemnifying Party shall and an Indemnified Party, and under the applicable rules of professional conduct counsel would not be obligated permitted to satisfy and discharge the Third Party Claim, (B) such Third Party Claim does not include a request or demand for injunctive or other equitable relief by an Authority and (C) the Indemnifying Party makes reasonably adequate provision to assure represent both the Indemnified Party and the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel (in addition to local counsel solely for purposes of satisfying jurisdictional requirements) to participate in the ability defense of such action on its behalf, at the expense of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment extent such expenses are reasonable; and provided further, however, that is reasonably likely to result. The the Indemnifying Party shall be deemed forfeit the right to have satisfied control the condition set forth in clause (C) defense or settlement of any such claim if, at any time after assuming the proceeding sentence if it is a regulated utilitydefense or settlement thereof, the Indemnifying Party no longer satisfies the Litigation Conditions.

General Indemnification Procedures. (a) A The party seeking indemnification pursuant to this Section 7.4 (an the "Indemnified Party") shall give prompt written notice to the party or parties from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, the incurrence of any Damages, claim or the commencement of any action, suit or proceeding, of which it has knowledge and proceeding in respect of which indemnity may be sought hereunder, hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required . Such notice shall relieve be given within thirty (30) days of the Indemnifying time at which the Indemnified Party received notice of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice therebysuch claim, action, suit or proceeding. The Indemnifying Party shall have the rightright to undertake, exercisable by written notice to counsel of its own choosing, at its expense, the Indemnified Party after receipt of notice from the Indemnified Party of the commencement of or assertion defense of any claim or such action, suit or proceeding by involving a third party party. The Indemnified Party shall have the right to employ its own counsel in respect any such action, but the fees and expenses of which indemnity such counsel shall be at the sole expense of the Indemnified Party unless (i) the employment of counsel by the Indemnified Party has been authorized by the prior written consent of the Indemnifying Party, (ii) the Indemnified Party and its counsel have reasonably concluded that there may be sought hereunder legal defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party (a "Third in which case the Indemnifying Party Claim"), shall not have the right to direct the defense of such action on behalf of the Indemnified Party) or (iii) the Indemnifying Party has not in fact employed counsel to assume the defense of such Third Party Claim action within a reasonable time after receiving notice of the commencement of the action, in each of which involves (cases the reasonable fees and continues to involve) solely monetary damages; provided, that (A) expenses of counsel will be at the expense of the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely and the Indemnifying Party shall be obligated reimburse or pay such fees and expenses as they are incurred; provided , however, that with respect to satisfy and discharge the Third Party ClaimClause (ii) of this Section 9.3(a), (B) such Third Party Claim does not include a request or demand for injunctive or other equitable relief by an Authority and (C) the Indemnifying Party makes reasonably adequate provision shall not be responsible for such fees and expenses of Indemnified Party's counsel with respect to assure defenses already being asserted by the Indemnified Party of the ability of Indemnifying Party. Whether or not the Indemnifying Party chooses to satisfy defend or prosecute any claim involving a third party, all the full amount of any adverse monetary judgment that is parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearing, trials and appeals, as may be reasonably likely to result. The Indemnifying Party shall be deemed to have satisfied the condition set forth requested in clause (C) of the proceeding sentence if it is a regulated utilityconnection therewith.

General Indemnification Procedures. (a) A party seeking indemnification pursuant to this Section 7.4 Article 8 (an "Indemnified Party") shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and in respect of which indemnity may be sought hereunder, pursuant to this Article 8 (a "Claim") and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall not relieve the Indemnifying Party of any liability Liability hereunder only (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party shall have will be entitled to assume the rightdefense of such Claim, exercisable by including the employment of counsel and the payment of expenses in connection with such Claim. Upon written notice by the Indemnifying Party to the Indemnified Party after receipt that the Indemnifying Party elects to assume such defense, the Indemnifying Party shall not be liable hereunder for fees and disbursements of counsel to the Indemnified Party subsequently incurred, other than as provided herein. Any Indemnified Party may participate in the defense of such Claim at its own expense. Notwithstanding the assumption of such defense by the Indemnifying Party, the Indemnified Party will have the right to employ its own counsel and the Indemnifying Party shall bear the reasonable fees and disbursements of such counsel only if (i) the Indemnifying Party authorizes the employment of such counsel, (ii) the Indemnifying Party has failed in its obligation to employ counsel to take charge of such defense, or (iii) in the written opinion of the Indemnified Party's counsel, the use of joint counsel presents a conflict of interest or prevents adequate representation of the interests of both the Indemnified Party and the Indemnifying Party. Any survival period time limitation specified in Section 10.4 shall not apply to a Claim which has been the subject of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), to assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that (A) the Indemnifying Party expressly agrees given prior to the expiration of such period. For purposes of this Article 8, including the determination of Claims by Purchaser, any and all references to a "Material Adverse Effect" or "material" limitations or limitations as to "Knowledge" in such notice thatCompany's representations and warranties which determine whether a breach has occurred shall not, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge the Third Party Claim, (B) such Third Party Claim does not include a request or demand for injunctive or other equitable relief by an Authority and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party shall be deemed to have satisfied the condition set forth in clause (C) of the proceeding sentence if it is ultimately determined that a regulated utilitybreach has occurred, be considered a deductible or a separate basket (i.e., if it is ultimately determined that a breach has occurred, the Adverse Consequences shall be calculated from the first dollar of loss).

General Indemnification Procedures. (ai) A party Party seeking indemnification pursuant to this Section 7.4 6.7 (an "Indemnified Party") shall give prompt written notice to the party Party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge Knowledge and in respect of which indemnity may be sought hereunder, and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered material actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party after within five Business Days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party Person in respect of which indemnity may be sought hereunder (a "Third Party Claim"), to assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, provided that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim, ; (B) the defense of such Third Party Claim does not include a request or demand for injunctive or other equitable relief by an Authority and the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have any continuing material adverse effect on the Indemnified Party's business; (C) the Indemnifying Party makes reasonably adequate provision to assure ensure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to may result. The ; and (D) the Indemnifying Party shall be deemed to have satisfied keep the condition Indemnified Party reasonably informed of the progress of such Third Party Claim (the conditions set forth in clause clauses (A), (B), (C) of and (D) are collectively referred to as the proceeding sentence if it is a regulated utility"Litigation Conditions").

General Indemnification Procedures. (ai) A party seeking indemnification pursuant to this Section 7.4 Article 8 (an "“Indemnified Party"”) on the basis of a claim asserted by a third party shall give prompt written notice to the party from whom such indemnification is sought (the "“Indemnifying Party"”) of the assertion of any such claim, the incurrence of any Damages, or the commencement of any action, suit or proceedingproceeding brought by a third party, of which it has knowledge and in respect of which indemnity may be sought hereunder, hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall not relieve the Indemnifying Party of any liability hereunder only (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party shall have the rightright (but not the obligation), exercisable by written notice to the Indemnified Party after within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party (other than a party or an Affiliate of any party hereto) in respect of which indemnity may be sought hereunder (a "“Third Party Claim"”), to assume the defense and control the settlement of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that provided that: (Aa) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be solely obligated to satisfy in full and discharge any adverse money judgment or settlement resulting from the Third Party Claim, ; (Bb) the defense of such Third Party Claim does not include a request or demand for injunctive or other equitable relief by an Authority the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have any continuing material adverse effect on the Indemnified Party’s business; and (Cc) the Indemnifying Party makes reasonably adequate provision to assure provide reasonable assurances to the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party shall be deemed to have satisfied may result (the condition conditions set forth in clause clauses (Ca), (b) of and (c) are collectively referred to as the proceeding sentence if it is a regulated utility“Litigation Conditions”).

General Indemnification Procedures. (ai) A party seeking indemnification pursuant to this Section 7.4 8.2 (an "“Indemnified Party"”) on the basis of a claim asserted by a third party shall give prompt written notice to the party from whom such indemnification is sought (the "“Indemnifying Party"”) of the assertion of any such claim, the incurrence of any Damages, or the commencement of any action, suit or proceedingproceeding brought by a third party, of which it has knowledge and in respect of which indemnity may be sought hereunder, hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall not relieve the Indemnifying Party of any liability hereunder only (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party shall have the rightright (but not the obligation), exercisable by written notice to the Indemnified Party after within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party (other than a party or an Affiliate of any party hereto) in respect of which indemnity may be sought hereunder (a "“Third Party Claim"”), to assume the defense and control the settlement of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that provided that: (Aa) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be solely obligated to satisfy in full and discharge any adverse money judgment or settlement resulting from the Third Party Claim, ; (Bb) the defense of such Third Party Claim does not include a request or demand for injunctive or other equitable relief by an Authority the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have any continuing material adverse effect on the Indemnified Party’s business; and (Cc) the Indemnifying Party makes reasonably adequate provision to assure provide reasonable assurances to the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party shall be deemed to have satisfied may result (the condition conditions set forth in clause clauses (Ca), (b) of and (c) are collectively referred to as the proceeding sentence if it is a regulated utility“Litigation Conditions”).

General Indemnification Procedures. (a) A party seeking indemnification pursuant to this Section 7.4 (an "Indemnified Party") shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and in respect of which indemnity may be sought hereunder, and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party after receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), to assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge the Third Party Claim, (B) such Third Party Claim does not include a request or demand for injunctive or other equitable relief by an Authority and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably Illinois likely to result. The Indemnifying Party shall be deemed to have satisfied the condition set forth in clause (C) of the proceeding sentence if it is a regulated utility.

General Indemnification Procedures. (ai) A party seeking indemnification pursuant to this Section 7.4 (an "An Indemnified Party") Party shall give prompt written notice to the party Indemnifying Party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and in respect of which indemnity may be sought hereunder, and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party after within ten days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), to assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, however, that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim, ; (B) the defense of such Third Party Claim does not include a request or demand for injunctive or other equitable relief by an Authority the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have any material adverse effect on the Indemnified Party's business; and (C) the Indemnifying Party makes reasonably adequate provision to assure ensure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party shall be deemed to have satisfied may result (the condition conditions set forth in clause clauses (A), (B) and (C) of are collectively referred to as the proceeding sentence if it is a regulated utility"Litigation Conditions").