Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“indemnifying party" ” for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“indemnified party" ” for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's ’s election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Sections 9.1.3 and 9.1.4 hereof of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified notify the indemnifying party Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case the event that any such action is brought against the any indemnified party, and it notifies the indemnifying party Borrower of the commencement thereof, the Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by Written Notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel selected by the Borrower and reasonably satisfactory to the such indemnified party named in the actionits sole discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 9.1.5, the Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the . No indemnified party shall have mutually agreed to settle or compromise any claim for which the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not Borrower may be liable for any settlement of any proceeding effected hereunder without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law prior Written Consent of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementBorrower.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 1.3 of written notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; provided, however, that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provisions of indemnity agreement contained in this Article VIIISection 1.3 or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand to the extent that it may wish, in the defense thereof. The jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to the indemnified party or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party or other indemnified parties that are different from such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 1.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (iunless: 1) the indemnifying party and the The indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel (other than local counsel), approved by such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees representing all of the indemnified parties who are parties to indemnify such action); or 2) The indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement action. In each such case, the reasonable fees and expenses of counsel shall be entitled to at the benefits expense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 9.1.3 above or Section 9.1.4 above of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case If any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 9.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.38.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for 9 of notice of the purpose commencement of this Section 8.3) shall not any action, such indemnified party will, if a claim in respect thereof is to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)9, but failure to notify the indemnifying party of any such claim shall the commencement thereof. The omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII9, except to the extent that the failure to notify omission results in the a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In case any such action is brought against the any indemnified party, and it notified the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participateparticipate therein and, at its own expenseto the extent that it may wish, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and to the party named in the action. After notice from extent that the indemnifying party has given notice to such effect to the indemnified party of the indemnifying party's election to assume the defense thereofand is performing its obligations under this Article 9, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof thereof, other than reasonable costs of investigation. Notwithstanding the foregoing, in any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (ia) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (iib) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementconsent.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 2.7 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice employ separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such separate counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable, documented fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the Purchasers of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Securities).

Indemnification Procedure. Any person party obligated to provide indemnification indemnify the other party under this Article VIII Agreement ("indemnifying party" for the purpose of this Section 8.3“Indemnifying Party”) shall not be liable under have the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)right, but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual by written notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereofof any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel satisfactory designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party named in for services rendered after the action. After Indemnifying Party has given the written notice from the indemnifying party provided for above to the indemnified party party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnifying indemnified party's election , to assume settle such claim, provided that such settlement involves only the defense payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall bear have the fees and expenses right to participate in the defense of any additional counsel retained such claim being defended by itthe Indemnifying Party at the expense of the indemnified party, and but the indemnifying party will not be liable Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such party under this Agreement for any legal claim or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless defense). In no event shall (i) the indemnifying party and the indemnified party shall have mutually agreed to settle any claim without the retention consent of such counsel the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties if a claim is covered by the same counsel Indemnifying Party’s liability insurance, take or omit to take any action which would be inappropriate due cause the insurer not to actual defend such claim or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or disclaim liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementrespect thereof.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII VIE ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. thereof The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII VHI shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification (1) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 5(d) of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 5(d), promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provisions of indemnity agreement contained in this Article VIIISection 5(d) or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (2) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 5(d) for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (iunless: a) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, approved by such consent or if there be a final judgment for indemnifying party, representing all of the plaintiff, indemnified parties who are parties to such action); or b) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement action against the indemnified party, in each of which cases the reasonable fees and expenses of counsel for the indemnified party shall be entitled to at the benefits expense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“indemnifying party" ” for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“indemnified party" ” for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the actionaction (which approval shall not be unreasonably withheld). After notice from the indemnifying party to the indemnified party of the indemnifying party's ’s election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationdefense, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties a party to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII Section 5 of a notice of the commencement of any action ("indemnifying party" for the purpose of this Section 8.3including any governmental action) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified will, if a claim in respect thereof is to be made against any indemnifying party hereunder, deliver to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information written notice of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but commencement thereof. The failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual deliver written notice to the indemnifying party and within a reasonable time of the commencement of any such action shall relieve such indemnifying party is damaged solely as a result of failure any liability to give such notice. In case any such action is brought against the indemnified partyparty under this Section 5 only to the extent prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will be entitled not relieve it of any liability that it may have to participate, at its own expense, in the defense thereofan indemnified party otherwise than under this Agreement. The indemnifying party also shall be entitled have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof, thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party named shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if in the actionreasonable determination of counsel for the indemnifying party, representation of such indemnified party by the counsel obtained by the indemnifying party would be inappropriate due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. After notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement pursuant to the provisions of paragraph 5.1 or 5.2 above for any legal or other expenses expense subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to employed counsel in accordance with the retention provisions of such counsel or the preceding sentence, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of any proceeding effected without its written consent but if settled with such consent the commencement of the action or if there be a final judgment for the plaintiff, (iii) the indemnifying party agrees to indemnify has authorized in writing the employment of counsel for the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law at the expense of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 9.1.3 or 9.1.4 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrowers, such indemnified party shall have notified the indemnifying party notify Borrowers in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrowers will not relieve the indemnifying party Borrowers from any liability which it that they may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrowers. In case If any such action is brought against the any indemnified party, and it notifies Borrowers of the indemnifying party commencement thereof, Borrowers will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrowers to such indemnified party under this Agreement Section 9.1.5, Borrowers shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrowers and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrowers, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrowers shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for the purpose VI of this Section 8.3) shall not be liable under the indemnification provisions notice of this Article VIII with respect to any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified VI, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice the commencement of such service on any designated agent)that action; provided, but however, that the failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may have under Sections 6.1 or 6.2 of this Article VI except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to the an indemnified party against whom such action is brought otherwise than under the indemnification provisions of this Article VIIIVI. If any such claim or action shall be brought against an indemnified party, except and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that the failure to notify results in the failure of actual notice to the it wishes, jointly with any other similarly notified indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the party named in the actionindemnified party. After notice from the indemnifying party to the indemnified party of the indemnifying party's its election to assume the defense thereofof such claim or action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such the indemnified party under this Agreement Article VI for any legal or other expenses subsequently incurred by such the indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) the indemnifying party and however, that the indemnified party shall have the right to employ counsel to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Article VI if (i) the indemnified party and the indemnifying party shall have so mutually agreed to the retention of such counsel or agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iv) the named parties to in any such proceeding (including any impleaded parties) include both the indemnifying party indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnified party indemnifying party, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the indemnifying party. The No indemnifying party shall (x) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (y) be liable for any settlement of any proceeding such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with such the consent of the indemnifying party or if there be a final judgment for the plaintiffplaintiff in any such action, the indemnifying party agrees to indemnify the and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by law Sections 6.1 and 6.2 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the parties aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to this Agreement shall be entitled such reimbursement prior to the benefits date of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch settlement.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 10.1.3 or 10.1.4 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case If any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 10.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), 'but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. thereof The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties par-ties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for In the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party event of any such claim against any Celgene Indemnitee or Acceleron Indemnitee (individually, an “Indemnitee”), the indemnified Party shall not relieve promptly notify the other Party in writing of the claim and the indemnifying party from any liability which it may have to Party shall manage and control, at its sole expense, the indemnified party against whom such action is brought under defense of the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to claim and its settlement. The Indemnitee shall cooperate with the indemnifying party Party and such indemnifying party is damaged solely as a result of failure to give such notice. In case may, at its option and expense, be represented in any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofor proceeding. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party Party shall not be liable for any settlement settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s prior written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of any proceeding effected without the exceptions to its written consent but if settled with such consent obligation of indemnification of the Indemnitees set forth in Section 11.7.1 or if there be a final judgment for the plaintiff11.7.2 may apply, the indemnifying party agrees to indemnify Party shall promptly notify the indemnified party from and against Indemnitees, which may be represented in any loss such action or liability proceeding by reason separate counsel at their expense; provided that the indemnifying Party shall be responsible for payment of such settlement or judgmentexpenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party. A successor by law Any other provision of this Article 11 to the parties to contrary, no Indemnitee under this Agreement shall be entitled required to waive a conflict of interest under any applicable rules of professional ethics or responsibility if such waiver would be required for a single law firm to defend both the indemnifying Party and one or more Indemnitees. In such case, the indemnifying Party shall provide a defense of the affected Indemnitees through a separate law firm reasonably acceptable to the benefits of affected Indemnitees at the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying Party’s expense.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the actionaction (which approval shall not be unreasonably withheld). After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationdefense, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties a party to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated A Party that intends to provide claim indemnification (the “Indemnitee”) under this Article VIII ARTICLE 11 shall promptly notify the other Party ("indemnifying party" the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for the purpose purposes of this Section 8.3) shall not be liable under 11.3, each a “Claim”), and the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party Indemnitor shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information sole control of the nature of defense and/or settlement thereof; provided that the claim Indemnitee shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled right to participate, at its own expense, with counsel of its own choosing in the defense thereofand/or settlement of such Claim. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party indemnification obligations of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party Parties under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party ARTICLE 11 shall not be liable for any apply to amounts paid in settlement of any proceeding Claim if such settlement is effected without its written the consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties Indemnitor. The failure to this Agreement shall be entitled deliver written notice to the benefits Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of liability to the indemnification contained in Indemnitee under this Article VIIIARTICLE 11, but the omission to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this ARTICLE 11. The indemnification provisions contained in Indemnitee under this Article VIII ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall survive any termination provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this AgreementARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 1.3 of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provisions of indemnity agreement contained in this Article VIII, Section 1.3 except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely materially prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof; provided, with counsel satisfactory however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party named or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereofof such action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 1.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i1) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, approved by such consent or if there be a final judgment for indemnifying party representing all of the plaintiffindemnified parties who are parties to such action), or (2) the indemnifying party agrees shall not have counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated (a) The indemnified party agrees that within a reasonable period of time after it becomes aware of facts giving rise to provide a claim for indemnification under this Article VIII ("VII, it will provide notice thereof in writing to the indemnifying party" , specifying the nature of and specific basis for such claim. (b) The indemnifying party shall have the purpose right to control, at its sole cost and expense, all aspects of the defense of (and any counterclaims with respect to) any claims brought against the indemnified party that are covered by the indemnification under this Section 8.3) Article VII, including the selection of counsel, determination of whether to appeal any decision of any Authority and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the indemnified party (which consent shall not be liable under unreasonably withheld), with the indemnification provisions concurrence of this Article VIII the Conflicts Committee of Atlas Energy in the case of the Atlas Energy Group, unless it includes a full release of the indemnified party from such matter or issues, as the case may be. (c) The indemnified party agrees to cooperate fully with the indemnifying party, with respect to (i) its pursuit of insurance coverage or recoveries with respect to the claims covered by the indemnification and (ii) all aspects of the defense of any claims covered by the indemnification, including the prompt furnishing to the indemnifying party of any correspondence or other notice relating thereto that the indemnified party may receive, permitting the name of the indemnified party to be utilized in connection with such defense, the making available to the indemnifying party of any files, records or other information of the indemnified party that the indemnifying party considers relevant to such defense and the making available to the indemnifying party of any employees, representatives or agents of the indemnified party; provided, however, that in connection therewith the indemnifying party agrees to use reasonable efforts to minimize the impact thereof on the operations of the indemnified party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the indemnified party. In no event shall the obligation of the indemnified party to cooperate with the indemnifying party as set forth in the immediately preceding sentence be construed as imposing upon the indemnified party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification; provided, however, that the indemnified party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The indemnifying party agrees to keep any such counsel hired by the indemnified party informed as to the status of any such defense, but the indemnifying party shall have the right to retain sole control over such defense. (d) The date on which written notification of a claim made against for indemnification is received by the indemnifying party shall determine whether such claim is timely made. (e) In determining the amount of any loss, cost, damage or expense for which a party Person is entitled to indemnification under this Article VIII ("indemnified party" for Contribution Agreement, the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party gross amount of any such claim shall not relieve the indemnifying party from indemnification will be reduced by (i) any liability which it may have to insurance proceeds realized by the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIPerson, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely correlative insurance benefit shall be net of any incremental insurance premiums that become due and payable by the indemnified Person as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees claim and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and all amounts recovered by the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party Person under contractual indemnities from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementthird Persons.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementAgreement and shall be in addition to any liability the parties may otherwise have.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for In the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party event of any such claim against any Genocea Indemnitee or Isconova Indemnitee (individually, an “Indemnitee”), the indemnified Party shall not relieve promptly notify the other Party in writing of the claim and the indemnifying party from any liability which it may have to Party shall manage and control, at its sole expense, the indemnified party against whom such action is brought under defense of the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to claim and its settlement. The Indemnitee shall cooperate with the indemnifying party Party and such indemnifying party is damaged solely as a result of failure to give such notice. In case may, at its option and expense, be represented in any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofor proceeding. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party Party shall not be liable for any settlement settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s prior written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of any proceeding effected without the exceptions to its written consent but if settled with such consent obligation of indemnification of the Indemnitees set forth in Section 10.6.1 or if there be a final judgment for the plaintiff10.6.2 may apply, the indemnifying party agrees to indemnify Party shall promptly notify the indemnified party from and against Indemnitees, which may be represented in any loss such action or liability proceeding by reason separate counsel at their expense; provided that the indemnifying Party shall be responsible for payment of such settlement or judgmentexpenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party. A successor by law Any other provision of this ARTICLE 10 to the parties to contrary, no Indemnitee under this Agreement shall be entitled required to waive a conflict of interest under any applicable rules of professional ethics or responsibility if such waiver would be required for a single law firm to defend both the indemnifying Party and one or more Indemnitees. In such case, the indemnifying Party shall provide a defense of the affected Indemnitees through a separate law firm reasonably acceptable to the benefits of affected Indemnitees at the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying Party’s expense.

Indemnification Procedure. Any person obligated to provide indemnification (1) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 5(e) of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 5(e), promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon and provide to the indemnifying party copies of all written documents relating to such indemnified party (threatened or after such party shall have received notice of such service on any designated agent), commenced action; but failure the omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provisions of indemnity agreement contained in this Article VIIISection 5(e) or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (2) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party named and the indemnifying party and counsel to the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 5(e) for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (iunless: a) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, reasonably approved by such consent or if there be a final judgment for indemnifying party, representing all of the plaintiff, indemnified parties who are parties to such action); or b) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement action against the indemnified party, in each of which cases the reasonable out-of-pocket fees and expenses of counsel for the indemnified party shall be entitled to at the benefits expense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 1.6 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.6, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the, right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIemploy, except to the extent that the failure to notify results in the failure of actual notice separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the Purchasers of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Units).

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for In the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party event of any such claim against any Celgene Indemnitee or Acceleron Indemnitee (individually, an “Indemnitee”), the indemnified Party shall not relieve promptly notify the other Party in writing of the claim and the indemnifying party from any liability which it may have to Party shall manage and control, at its sole expense, the indemnified party against whom such action is brought under defense of the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to claim and its settlement. The Indemnitee shall cooperate with the indemnifying party Party and such indemnifying party is damaged solely as a result of failure to give such notice. In case may, at its option and expense, be represented in any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofor proceeding. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party Party shall not be liable for any settlement settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s prior written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of any proceeding effected without the exceptions to its written consent but if settled with such consent obligation of indemnification of the Indemnitees set forth in Section 12.7.1 or if there be a final judgment for the plaintiff12.7.2 may apply, the indemnifying party agrees to indemnify Party shall promptly notify the indemnified party from and against Indemnitees, which may be represented in any loss such action or liability proceeding by reason separate counsel at their expense; provided that the indemnifying Party shall be responsible for payment of such settlement or judgmentexpenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party. A successor by law Any other provision of this Article 12 to the parties to contrary, no Indemnitee under this Agreement shall be entitled required to waive a conflict of interest under any applicable rules of professional ethics or responsibility if such waiver would be required for a single law firm to defend both the indemnifying Party and one or more Indemnitees. In such case, the indemnifying Party shall provide a defense of the affected Indemnitees through a separate law firm reasonably acceptable to the benefits of affected Indemnitees at the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying Party’s expense.

Indemnification Procedure. Any person obligated to provide indemnification (a) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 5.5 of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 5.5, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provisions of this Article VIII, except obligations to indemnify contained in Section 5.4 to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not materially prejudiced as a result of failure to give such notice. failure. (b) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof; provided, with however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there is a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action the indemnified party or parties shall have the right to select separate counsel satisfactory to the party named assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of the indemnifying party's its election to assume the defense thereofof such action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 5.5 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence in Section 5.5(b) above (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel in each jurisdiction where counsel is reasonably necessary, approved by such consent or if there indemnifying party (such approval not to be a final judgment for unreasonably withheld) representing all of the plaintiffindemnified parties who are parties to such action), or (ii) the indemnifying party agrees shall not have counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated The indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to provide a Claim for indemnification under this Article VIII Section 11, it will provide notice thereof in writing to the indemnifying Party, specifying the nature of and specific basis for such Claim. ("i) The indemnifying party" for Party shall have the purpose right to control all aspects of the defense of (and any counterclaims with respect to) any Claims brought against the indemnified Party that are covered by the indemnification under this Section 8.311, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such Claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the indemnified Party unless it includes a full release of the indemnified Party from such Claim. (ii) shall not be liable under The indemnified Party agrees to cooperate fully with the indemnification provisions of this Article VIII indemnifying Party, with respect to all aspects of the defense of any claim made against a party Claims covered by the indemnification under this Section 11 including, without limitation, the prompt furnishing to the indemnifying Party of any correspondence or other notice relating thereto that the indemnified Party may receive, permitting the name of the indemnified Party to be utilized in connection with such defense, the making available to the indemnifying Party of any files, records or other information of the indemnified Party that the indemnifying Party considers relevant to such defense and the making available to the indemnifying Party of any employees of the indemnified Party; provided, however, that in connection therewith the indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the indemnified Party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the indemnified Party pursuant to this Section 11(d). In no event shall the obligation of the indemnified Party to cooperate with the indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the indemnified Party an obligation to hire and pay for counsel in connection with the defense of any Claims covered by the indemnification set forth in this Section 11; provided, however, that the indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The indemnifying Party agrees to keep any such counsel hired by the indemnified Party informed as to the status of any such defense, but the indemnifying Party shall have the right to retain sole control over such defense. (iii) In determining the amount of any loss, cost, damage or expense for which the indemnified Party is entitled to indemnification under this Article VIII ("indemnified party" for Agreement, the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information gross amount of the nature of indemnification will be reduced by (i) any insurance proceeds realized by the claim indemnified Party, and such correlative insurance benefit shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party be net of any such claim shall not relieve the indemnifying party from any liability which it may have to incremental insurance premium that becomes due and payable by the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely Party as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees Claim and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and all amounts recovered by the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party Party under contractual indemnities from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementthird Persons.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 1.7 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice employ separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings 'include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the Shareholders of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Securities).

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.38.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the actionaction (which approval shall not be unreasonably withheld). After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigationdefense, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties a party to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for the purpose VI of this Section 8.3) shall not be liable under the indemnification provisions notice of this Article VIII with respect to any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified VI, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice the commencement of such service on any designated agent)that action; provided, but however, that the failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may have under Sections 6.1 or 6.2 of this Article VI except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to the an indemnified party against whom such action is brought otherwise than under the indemnification provisions of this Article VIIIVI. If any such claim or action shall be brought against an indemnified party, except and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that the failure to notify results in the failure of actual notice to the it wishes, jointly with any other similarly notified indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the party named in the actionindemnified party. After notice from the indemnifying party to the indemnified party of the indemnifying party's its election to assume the defense thereofof such claim or action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such the indemnified party under this Agreement Article VI for any legal or other expenses subsequently incurred by such the indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) the indemnifying party and however, that the indemnified party shall have the right to employ counsel to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Article VI if (i) the indemnified party and the indemnifying party shall have so mutually agreed to the retention of such counsel or agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iv) the named parties to in any such proceeding (including any impleaded parties) include both the indemnifying party indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnified party indemnifying party, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the indemnifying party. The No indemnifying party shall (x) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (y) be liable for any settlement of any proceeding such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with such the consent of the indemnifying party or if there be a final judgment for the plaintiffplaintiff in any such action, the indemnifying party agrees to indemnify the and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel to the extent required by law Sections 6.1 and 6.2 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the parties aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to this Agreement shall be entitled such reimbursement prior to the benefits date of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementsuch settlement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII 8 ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII 8 with respect to any claim made against a party entitled to indemnification under this Article VIII 8 ("indemnified party" for the purpose of this Section 8.38.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII8, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII8. The indemnification provisions contained in this Article VIII 8 shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.38.4) unless such this indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such this indemnified party (or after such this party shall have received notice of such this service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such this action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such this indemnifying party is damaged solely as a result of failure to give such this notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such this party under this Agreement for any legal or other expenses subsequently incurred by such this party independently in connection with the defense thereof other than reasonable costs of investigation, unless (ia) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel this counsel, or (iib) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its the indemnifying party's written consent but if settled with such this consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such this settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.38.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with consent of the indemnified party and counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification (a) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 7.3 of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provisions of indemnity agreement contained in this Article VIII, except Section 7.3 to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (b) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party which approval shall bear the fees and expenses of any additional counsel retained by itnot be unreasonably withheld, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 7.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, approved by such consent or if there be a final judgment for indemnifying party representing all of the plaintiffindemnified parties who are parties to such action), or (ii) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 5 of written notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 5, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; provided that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provisions of indemnity agreement contained in this Article VIIISection 5 or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely not prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party notifies an indemnifying party thereof and seeks or intends to seek indemnity from such indemnifying party, the such indemnifying party will be entitled to participateparticipate in, at and to the extent that it may determine, jointly with all other indemnifying parties similarly notified, to assume, the defense thereof with counsel reasonably satisfactory to such indemnified party; provided that, if the defendants in any such action include both such indemnified party and such indemnifying party and such indemnified party shall have reasonably concluded that there may be a conflict between its own expenseposition and the position of such indemnifying party with respect to the conduct of the defense of any such action or that there may be legal defenses available to it that are different from or additional to those available to such indemnifying party, in each case, such indemnified party shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense thereofof such action on behalf of such indemnified party. The Upon receipt of notice from such indemnifying party also shall be entitled of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the of such action and approval by such indemnified party of the such indemnifying party's election to assume the defense thereof’s counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the such indemnifying party will not be liable to such indemnified party under this Agreement Section 5 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than of such action; provided that the reasonable costs fees and expenses of investigation, unless (i) counsel of such indemnified party shall be at the expense of such indemnifying party and the if (A) such indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of preceding sentence (it being understood that such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any settlement of any proceeding effected without its written consent but if settled with local counsel) for all indemnified parties who are parties to such consent action) or if there be a final judgment for the plaintiff, the (B) such indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementaction.

Indemnification Procedure. Any person obligated to provide indemnification (a) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 7.3 of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provisions of indemnity agreement contained in this Article VIII, except Section 7.3 or to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (b) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 7.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, approved by such consent or if there be a final judgment for indemnifying party representing all of the plaintiff, indemnified parties who are parties to such action) or (ii) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties to indemnifying party. Notwithstanding the provisions of this Section 7.3, the Purchaser shall not be liable for any indemnification obligation under this Agreement shall be entitled to the benefits in excess of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination amount of this Agreementnet proceeds received by the Purchaser from the sale of the Shares.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 9.1.3 or 9.1.4 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which it that they may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case If any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 9.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide indemnification (a) Promptly after receipt by an indemnified party under this Article VIII of notice of the commencement of any action ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to including any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless governmental action), such indemnified party shall have notified the indemnifying party will, if a claim in writing within a reasonable time after the summons or other first legal process giving information respect of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought to be made against any indemnifying party under the indemnification provisions of this Article VIIIArticle, except to the extent that the failure to notify results in the failure of actual notice deliver to the indemnifying party and such indemnifying party is damaged solely as a result written notice of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in commencement of the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable may participate in, and, to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, assume and control the defense of such action with counsel mutually satisfactory to the parties. (b) An indemnified party shall have mutually agreed may retain its own counsel, with the fees and expenses to be paid by the retention indemnifying party, if representation of such indemnified party by the counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both retained by the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests interests, as reasonably determined by either party, between them. such indemnified party and any other party represented by such counsel in such proceeding. (c) The indemnifying party shall not be liable for any settlement of any proceeding effected without its failure to deliver written consent but if settled with such consent or if there be a final judgment for the plaintiff, notice to the indemnifying party agrees within a reasonable time of the commencement of any such action, if prejudicial to indemnify its ability to defend such action, will relieve such indemnifying party of any liability to the indemnified party from and against any loss or liability by reason under this Article to the extent of such settlement or judgment. A successor by law of prejudice, but the parties omission to this Agreement shall be entitled deliver written notice to the benefits indemnifying party does not relieve it of the indemnification contained in any liability that it may have to any indemnified party otherwise than under this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementArticle.

Indemnification Procedure. Any person obligated to provide If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Section 5.1 or 5.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; provided, however, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIobligations hereunder, except to the extent the amount of the claim is not increased by the timing of, or failure to give such notice. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 5, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such indemnifying party of any obligations hereunder, to the extent the amount of the claim is damaged solely as a result of not increased by the timing of, or failure to give such notice. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of any action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, the expenses of such defense to be paid by the indemnifying party. No indemnifying party shall consent to entry of any judgment or enter into any settlement with respect to a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffaction, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement indemnifying party, which consent shall not be unreasonably withheld or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementdelayed.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, which shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 1.3 of written notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; provided, however, that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provisions of indemnity agreement contained in this Article VIIISection 1.3, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand to the extent that it may wish, in the defense thereof. The jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to the indemnified party or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party or other indemnified parties that are different from such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 1.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i1) the indemnifying party and the The indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel (other than local counsel), approved by such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees representing all of the indemnified parties who are parties to indemnify such action); or (2) The indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement action. In each such case, the reasonable fees and expenses of counsel shall be entitled to at the benefits expense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 3 of written notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; provided that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provisions of indemnity agreement contained in this Article VIIISection 3 or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely not prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party notifies an indemnifying party thereof and seeks or intends to seek indemnity from such indemnifying party, the such indemnifying party will be entitled to participateparticipate in, at and to the extent that it may determine, jointly with all other indemnifying parties similarly notified, to assume, the defense thereof with counsel reasonably satisfactory to such indemnified party; provided that, if the defendants in any such action include both such indemnified party and such indemnifying party and such indemnified party shall have reasonably concluded that there may be a conflict between its own expenseposition and the position of such indemnifying party with respect to the conduct of the defense of any such action or that there may be legal defenses available to it that are different from or additional to those available to such indemnifying party, in each case, such indemnified party shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense thereofof such action on behalf of such indemnified party. The Upon receipt of notice from such indemnifying party also shall be entitled of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the of such action and approval by such indemnified party of the such indemnifying party's election to assume the defense thereof’s counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the such indemnifying party will not be liable to such indemnified party under this Agreement Section 3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than of such action; provided that the reasonable costs fees and expenses of investigation, unless (i) counsel of such indemnified party shall be at the expense of such indemnifying party and the if (A) such indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of preceding sentence (it being understood that such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any settlement of any proceeding effected without its written consent but if settled with local counsel) for all indemnified parties who are parties to such consent action) or if there be a final judgment for the plaintiff, the (B) such indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementaction.

Indemnification Procedure. Any person obligated to provide indemnification (a) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 1.3 of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provisions of indemnity agreement contained in this Article VIII, except Section 1.3 or to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (b) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 7.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, approved by such consent or if there be a final judgment for indemnifying party representing all of the plaintiff, indemnified parties who are parties to such action) or (ii) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties to indemnifying party. Notwithstanding the provisions of this Section 1.3, the Purchaser shall not be liable for any indemnification obligation under this Agreement shall be entitled to the benefits in excess of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination amount of this Agreementnet proceeds received by the Purchaser from the sale of the Shares.

Indemnification Procedure. Any person obligated The indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to provide a claim for indemnification under this Article VIII Section 10, it will provide Notice thereof in writing to the indemnifying Party, specifying the nature of and specific basis for such Claim. ("i) The indemnifying party" for Party shall have the purpose right to control all aspects of the defense of (and any counterclaims with respect to) any Claims brought against the indemnified Party that are covered by the indemnification under this Section 8.310, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the indemnified Party unless it includes a full release of the indemnified Party from such Claim. (ii) shall not be liable under The indemnified Party agrees to cooperate fully with the indemnification provisions of this Article VIII indemnifying Party, with respect to all aspects of the defense of any claim made against a party Claims covered by the indemnification under this Section 10, including, without limitation, the prompt furnishing to the indemnifying Party of any correspondence or other Notice relating thereto that the indemnified Party may receive, permitting the name of the indemnified Party to be utilized in connection with such defense, the making available to the indemnifying Party of any files, records or other information of the indemnified Party that the indemnifying Party considers relevant to such defense and the making available to the indemnifying Party of any employees of the indemnified Party; provided, however, that in connection therewith the indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the indemnified Party pursuant to this Section 10(c). In no event shall the obligation of the indemnified Party to cooperate with the indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Section 10; provided, however, that the indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The indemnifying Party agrees to keep any such counsel hired by the indemnified Party informed as to the status of any such defense, but the indemnifying Party shall have the right to retain sole control over such defense. (iii) In determining the amount of any loss, cost, damage or expense for which the indemnified Party is entitled to indemnification under this Article VIII ("indemnified party" for Agreement, the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information gross amount of the nature of indemnification will be reduced by (A) any insurance proceeds realized by the claim indemnified Party, and such correlative insurance benefit shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party be net of any such claim shall not relieve incremental insurance premium that becomes due and payable by the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely Indemnified Party as a result of failure to give such notice. In case any such action is brought against claim and (B) all amounts recovered by the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice Party under contractual indemnities from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded third parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 6.4 of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 6.4, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall not relieve the indemnifying party it from any liability which that it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provisions of indemnity agreement contained in this Article VIII, Section 6.4 except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely materially prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will shall be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof; provided, with counsel satisfactory however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party named or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereofof such action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will shall not be liable to such indemnified party under this Agreement Section 6.4 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i1) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one (1) separate counsel, approved by such consent or if there be a final judgment for indemnifying party representing all of the plaintiff, indemnified parties who are parties to such action); or (2) the indemnifying party agrees shall not have counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties indemnifying party. Notwithstanding the provisions of this Section 6.4, (A) with respect to claims made pursuant to clause (i) of Section 6.4(b) hereof, VPVP shall not be liable for any indemnification obligation under this Agreement shall be entitled to the benefits in excess of the amount of net proceeds received by VPVP from the sale of the Registrable Shares and (B) with respect to claims made pursuant to clause (ii) of Section 6.4(b) hereof, VPVP shall not be liable for any indemnification contained obligation under this Agreement in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination excess of this Agreementthe amount of net proceeds received by VPVP from the sale of the Registrable Shares giving rise to such liability.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 1.3 of written notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; provided, however, that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provisions of indemnity agreement contained in this Article VIIISection 1.3 or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand to the extent that it may wish, in the defense thereof. The jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to the indemnified party or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party or other indemnified parties that are different from such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 1.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i1) the indemnifying party and the The indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel (other than local counsel), approved by such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees representing all of the indemnified parties who are parties to indemnify such action); or (2) The indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement action. In each such case, the reasonable fees and expenses of counsel shall be entitled to at the benefits expense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated In the event of any claim for indemnification hereunder, the claiming Party (the “Indemnified Party”) will promptly notify the indemnifying Party (the “Indemnifying Party”) in writing of the basis for the amount of the claim, including the name of any third party involved. The Indemnifying Party will have the right, to provide be exercised within thirty (30) days of notice, if liability to a third party is involved, to defend or compromise such matter at the sole cost and expenses of the Indemnifying Party, and the Indemnified Party must cooperate fully in such defense. The Indemnified Party will not settle or compromise any claim by a third party for which it is entitled to indemnification without the prior consent of the Indemnifying Party, unless suit has been instituted and the Indemnifying Party has not assumed control of the suit. The Parties agree that no amount shall be payable under this Section 11 unless and until the aggregate amount of all indemnifiable losses otherwise payable exceeds One Hundred Thousand Dollars ($100,000) (the “Deductible”), and then only to the extent such claims exceed the Deductible. The aggregate amount that either Party shall be required to indemnify and hold harmless the other Party shall not exceed the amount of Four Hundred Thousand Dollars ($400,000), provided that such limitation shall not apply to repayment obligations to Buyer for return of payments on the Purchase Price. Further, Buyer shall be prevented from seeking indemnification from Seller for matters of which the Buyer has or should have had knowledge based on Xxxxx Xxxxx’x previous position as CEO, President and/or Chairman of the Board of Directors of Equity Media Holdings Corporation. To the extent that any losses that are subject to indemnification pursuant to this Section 11.3 are covered by insurance, the Indemnified Party shall use commercially reasonable efforts to obtain the maximum recovery under such insurance; provided that the Indemnified Party shall nevertheless be entitled to bring a claim for indemnification under this Article VIII ("indemnifying party" for in respect of such claims and the purpose of time limitations set forth in this Section 8.3) for bringing a claim of indemnification under this Agreement shall not be liable under tolled during the pendency of such insurance claim. The existence of a claim by the Indemnified Party for monies from an insurer or against a third party in respect of any loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by the Indemnifying Party. If the Indemnified Party has received the payment required by this Agreement from the Indemnifying Party in respect of this Article VIII with any loss and later receives proceeds from insurance or other amounts in respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" of such loss, then it shall hold such proceeds or other amounts in trust for the purpose benefit of this Section 8.3) unless the Indemnifying Party and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons proceeds or other first legal process giving information amount received, up to the aggregate amount of any payments received from the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice Indemnifying Party pursuant to this Agreement in respect of such service on Loss. Notwithstanding any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification other provisions of this Article VIIIAgreement, except it is the intention of the parties that no insurer or any other third party shall be (i) entitled to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will benefit it would not be entitled to participate, at its own expense, receive in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party absence of the indemnifying party's election to assume the defense thereofforegoing indemnification provisions, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law relieved of the parties responsibility to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive pay any termination of this Agreementclaims for which it is obligated.

Indemnification Procedure. Any person obligated If the indemnitee becomes aware of a third-party claim that (if successful) will result in a loss to provide indemnification be indemnified under this Article VIII ("indemnifying party" for Section, the purpose of this Section 8.3) indemnitee will promptly notify the indemnitor in writing. Failure or delay in giving such notice shall not affect the right to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in it prejudices the defense thereofof the claim. The indemnifying party also shall be entitled If the indemnitor acknowledges that the claim (if successful) will result in a loss within its obligation to indemnify under this Section, it may assume the defense thereof, with counsel satisfactory to by giving the party named in the action. After indemnitee written acknowledgement of its indemnity obligation and notice from the indemnifying party to the indemnified party of the indemnifying party's its election to assume the defense thereofwithin five (5) calendar days after receiving the notice of the claim. If the indemnitor acknowledges its obligation to indemnify and assumes the defense, it will have both the indemnified party shall bear the fees and expenses of any additional counsel retained by it, duty to defend and the indemnifying party right to control the defense. The indemnitor will not be liable conduct the defense in a prudent manner and will keep the indemnitee reasonably informed as to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection the status of the defense. The indemnitee will cooperate with the defense thereof other than reasonable costs and may retain separate counsel at its own expense to participate in, but not control, the defense. The indemnitor shall not settle a claim without the consent of investigationthe indemnitee, unless and that consent may not be unreasonably withheld or delayed. If the indemnitor does not timely assume the defense, the indemnitee will have the right (ibut no duty) to defend or settle the indemnifying party and claim at the indemnified party shall have mutually agreed to risk of the retention of such counsel or (ii) indemnitor. The indemnitor will reimburse the named parties to any such proceeding indemnitee for its expenses (including any impleaded partiesreasonable attorney’s fees) include both of defending or settling the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementclaim.

Indemnification Procedure. Any person obligated (a) The indemnified party agrees that within a reasonable period of time after it becomes aware of facts giving rise to provide a claim for indemnification under this Article VIII ("VII, it will provide notice thereof in writing to the indemnifying party" , specifying the nature of and specific basis for such claim. (b) The indemnifying party shall have the purpose right to control, at its sole cost and expense, all aspects of the defense of (and any counterclaims with respect to) any claims brought against the indemnified party that are covered by the indemnification under this Section 8.3) Article VII, including the selection of counsel, determination of whether to appeal any decision of any Authority and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the indemnified party (which consent shall not be liable under unreasonably withheld), with the indemnification provisions concurrence of this Article VIII the Conflicts Committee of Atlas Energy in the case of the Atlas Energy Group, unless it includes a full release of the indemnified party from such matter or issues, as the case may be. (c) The indemnified party agrees to cooperate fully with the indemnifying party, with respect to (i) its pursuit of insurance coverage or recoveries with respect to the claims covered by the indemnification and (ii) all aspects of the defense of any claims covered by the indemnification, including the prompt furnishing to the indemnifying party of any correspondence or other notice relating thereto that the indemnified party may receive, permitting the name of the indemnified party to be utilized in connection with such defense, the making available to the indemnifying party of any files, records or other information of the indemnified party that the indemnifying party considers relevant to such defense and the making available to the indemnifying party of any employees, representatives or agents of the indemnified party; provided, however, that in connection therewith the indemnifying party agrees to use reasonable efforts to minimize the impact thereof on the operations of the indemnified party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the indemnified party. In no event shall the obligation of the indemnified party to cooperate with the indemnifying party as set forth in the immediately preceding sentence be construed as imposing upon the indemnified party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification; provided, however, that the indemnified party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The indemnifying party agrees to keep any such counsel hired by the indemnified party informed as to the status of any such defense, but the indemnifying party shall have the right to retain sole control over such defense. (d) The date on which written notification of a claim made against for indemnification is received by the indemnifying party shall determine whether such claim is timely made. (e) In determining the amount of any loss, cost, damage or expense for which a party Person is entitled to indemnification under this Article VIII ("indemnified party" for Agreement, the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party gross amount of any such claim shall not relieve the indemnifying party from indemnification will be reduced by (i) any liability which it may have to insurance proceeds realized by the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIPerson, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely correlative insurance benefit shall be net of any incremental insurance premiums that become due and payable by the indemnified Person as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees claim and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and all amounts recovered by the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party Person under contractual indemnities from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementthird Persons.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an ------------------------- indemnified party under this Article VIII ("indemnifying party" Section 2.7 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice employ separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the Purchasers of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Securities).

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 17.03 or 17.04 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case If any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits reasonable discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 17.05, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide Party seeking indemnification under this Article VIII 7 ("indemnifying party" for the purpose of this Section 8.3“Indemnitee”) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to promptly notify the indemnifying party Party (the “Indemnitor”) in writing of any such claim possible Damages or Claim, and the Indemnitor shall not relieve assume and have exclusive control over the indemnifying party from any liability which it may have defense thereof with counsel selected by the Indemnitor that is reasonably satisfactory to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIIndemnitee; provided, except to the extent however, that the failure Indemnitee shall have the right to notify results fully participate in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled or proceeding and to participate, retain its own (additional) counsel at its own expense, in expense(provided that the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the reasonable fees and expenses of any additional such counsel for the Indemnitee shall be paid by the Indemnitor only if representation of such Indemnitee by the counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel Indemnitor would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between themsuch Indemnitee and any other party represented by such counsel in such proceedings). Neither the Indemnitor nor the Indemnitee shall enter into any settlement agreement with any Third Party without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed, unless such settlement: (i) includes an unconditional release of Indemnitee from all liability arising out of such claim;(ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of Indemnitee; and (iii) does not contain any equitable order, judgment or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of Indemnitee. The indemnifying party shall not be liable for any settlement failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any proceeding effected without action, to the extent prejudicial to its written consent ability to defend such action, will relieve the Indemnitor of its obligations under this Article 7, but if settled with such consent or if there be a final judgment for the plaintifffailure to deliver notice to the Indemnitor will not relieve the Indemnitor of any obligation that it may have to any Indemnitee hereunder otherwise than as stated in this sentence. The Indemnitee shall, at the indemnifying party agrees to indemnify the indemnified party from reasonable and against any loss or liability by reason of such settlement or judgment. A successor by law verifiable out-of-pocket expenses of the parties to this Agreement shall be entitled to Indemnitor, cooperate with the benefits Indemnitor and its legal representatives in the investigation and defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of Claim covered by this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII Section 5.4 of notice of the commencement of any action ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to including any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless governmental action), such indemnified party shall have notified will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5.4, deliver to the indemnifying party in writing a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties. The failure to deliver written notice to the indemnifying party within a reasonable time after the summons or other first legal process giving information commencement of the nature of the claim any such action, if materially prejudicial to its ability to defend such action, shall have been served upon relieve such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except Section 5.4 to the extent that of such prejudice, but the failure omission so to notify results in the failure of actual deliver written notice to the indemnifying party and such indemnifying will not relieve it of any liability that it may have to any indemnified party is damaged solely as a result of failure otherwise than under this Section 5.4. The indemnified party shall have the right, but not the obligation, to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also of any action referred to above through counsel of its own choosing and shall be entitled have the right, but not the obligation, to assume the defense thereofassert any and all separate defenses, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereofcross claims or counterclaims which it may have, the indemnified party shall bear and the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying expense of such indemnified party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the employment of such counsel has been specifically authorized in advance by the indemnifying party, (ii) there is a conflict of interest that prevents counsel for the indemnifying party and from adequately representing the interests of the indemnified party shall have mutually agreed or there are defenses available to the retention of such counsel indemnified party that are different from, or additional to, the defenses that are available to the indemnifying party, (iiiii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and does not employ counsel that is reasonably satisfactory to the indemnified party within a reasonable period of time or (iv) the indemnifying party fails to assume the defense or does not reasonably contest such action in good faith, in which case, if the indemnified party notifies the indemnifying party that it elects to employ separate counsel, the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party and representation the reasonable fees and expenses of both parties such separate counsel shall be borne by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party; provided, however, that the indemnifying party shall not not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for any settlement the reasonable fees and expenses of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment more than one separate firm (in addition to one firm acting as local counsel) for the plaintiff, the indemnifying party agrees to indemnify the all indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparties.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 9.1.3 or 9.1.4 of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case the event that any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 9.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with such consent more than one separate counsel unless there are legal defenses available to it that are different from or if there be a final judgment for the plaintiff, the indemnifying party agrees additional to indemnify the those available to another indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated (a) A Party that intends to provide claim indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) 9 shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to promptly notify the indemnifying party Party of any such claims in respect of which such Party intends to claim such indemnification, and if applicable such indemnifying Party shall not relieve assume the indemnifying party from any liability which it may have defense thereof with counsel mutually satisfactory to the indemnified party against whom Parties; provided that such action is brought under Party shall have the indemnification provisions of this Article VIIIright to retain its own counsel and, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party case compensation for fees and expenses are not otherwise awarded, compensation for such reasonable costs shall be paid by such indemnifying party Party provided such indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume responsible for the defense thereof, with counsel satisfactory to if representation of such Party by the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the such indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel Party would be inappropriate due to actual or potential differing conflicting interests between themsuch Party and any other Party represented by such counsel. The indemnification provided for by this Section 9 shall not apply to amounts paid in settlement of any such claim if such settlement is effected without the consent of the indemnifying party Party, which consent shall not be liable unreasonably withheld. The failure to deliver notice to the indemnifying Party within a reasonable time after the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve the indemnifying Party of any liability to the other Party under this Section 9.3 to the extent so prejudiced, but the omission so to deliver notice to such indemnifying Party shall not otherwise relieve it of any liability that it may have to such other Party. The indemnified Party shall cooperate fully with the other Party in the investigation of any such claim covered by this indemnification. (b) If Distributor receives a demand, claim, suit or proceeding subject to Ampio indemnification under Section 9.1(a)(iv), Distributor shall notify Ampio promptly in writing and give Ampio information, assistance and exclusive authority to evaluate, defend and settle such claim. Ampio shall then at its own expense and option, (i) settle the claim (which settlement shall include for Distributor the right to sell and use the Product pursuant to this Agreement); (ii) procure for Distributor the right to sell and use the Product pursuant to this Agreement; (iii) replace or modify the Product to avoid infringement; (iv) defend against such claim; or (v) remove the Product and indemnify and hold harmless Distributor. Should any court of competent jurisdiction hold in a final decision that the sale, manufacture, or use of such Product constitutes infringement, Ampio shall pay any costs and damages finally awarded against Distributor on the account of such infringement, and if the use of such Product is enjoined, Ampio shall take one more of the actions under clauses (ii), (iii) or (v) above. Ampio reserves the right, at its sole option, to notify Distributor in writing that as a result of a claim, suit or proceeding or threat of same in the Territory, Distributor may not market or sell the Product in such Territory, effective as of such written notice, subject to full indemnification of Distributor. The foregoing states the entire and complete liability of Ampio for any settlement of any proceeding effected without its written consent but if settled with such consent patent infringement or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability claimed infringement by reason of such settlement the sale, manufacture or judgment. A successor by law use of the parties Product or any part thereof. This Section 9.3(b) shall also apply in the event Ampio receives a claim, suit or proceeding relating to this Agreement shall be entitled to an actual or alleged infringement of a claim of a patent or an actual or alleged infringement or misappropriation of a Third Party Intellectual Property Right by the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementProduct.

Indemnification Procedure. Any person obligated to provide indemnification (A) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 5(e) of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 5(e), promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which that it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provisions of indemnity agreement contained in this Article VIIISection 5(e) or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (B) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 5(e) for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (iI) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, approved by such consent or if there be a final judgment for indemnifying party, representing all of the plaintiff, indemnified parties who are parties to such action); or (II) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement action against the indemnified party, in each of which cases the reasonable fees and expenses of counsel for the indemnified party shall be entitled to at the benefits expense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated A party seeking indemnification ------------------------- (the "Indemnitee") shall use its commercially reasonable best efforts to provide indemnification minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Article VIII Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "indemnifying party" for the purpose of this Section 8.3Indemnitor") shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature assertion of a claim for indemnification; provided, however, that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but Indemnitee's failure to notify the indemnifying party of any such claim Indemnitor shall not relieve excuse the indemnifying party from any liability which it may have Indemnitor's obligation to indemnify the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, Indemnitee except to the extent that such failure prejudices the failure to notify results in the failure Indemnitor's defense of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such claim. No such notice of assertion of a claim shall satisfy the requirements of this Section 11 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also or proceeding shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently brought in connection with any liability or claim to be indemnified hereunder, the defense thereof other than reasonable costs Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of investigation, unless (i) the indemnifying party itself and the indemnified party Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall have mutually agreed to (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the retention of such counsel or (ii) the named parties to insurance company insuring against any such proceeding (including any impleaded parties) include both the indemnifying party claim and the indemnified party undertaking to defend such claim, or by other counsel selected by it and representation of both parties approved by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party Indemnitee, which approval shall not be liable for any unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the status of the defense and shall consult with the Indemnitee prior to the settlement of any proceeding effected without indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its written consent but if settled defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party growing out of or connected with such consent or if there be a final judgment for the plaintiffindemnified matter, then upon receipt of indemnification, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement Indemnitee shall be entitled fully assign to the benefits Indemnitor the entire claim or claims to the extent of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII actually paid by the Indemnitor and the Indemnitor shall survive any termination thereupon be subrogated with respect to such claim or claims of this Agreementthe Indemnitee.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3a) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such An indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any claim of such indemnified party for indemnification under this Agreement within thirty days of the date on which such indemnified party or an executive officer or representative of such indemnified party first becomes aware of the existence of such claim. Such notice shall specify the nature of such claim shall not relieve in reasonable detail and the indemnifying party from shall be given reasonable access to any liability which it may have to documents or properties within the control of the indemnified party against whom as may be useful in the investigation of the basis for such action is brought under the indemnification provisions of this Article VIII, except to the extent that the claim. The failure to so notify results in the failure of actual notice to the indemnifying party and within such indemnifying thirty-day period shall not constitute a waiver of such claim but an indemnified party is damaged solely shall not be entitled to receive any indemnification with respect to any additional loss that occurred as a result of the failure of such person to give such notice. In case the event any indemnified party is entitled to indemnification hereunder based upon a claim asserted by a third party, the indemnifying party shall be given prompt notice thereof, in reasonable detail. The failure to so notify the indemnifying party shall not constitute a waiver of such claim but an indemnified party shall not be entitled to receive any indemnification with respect to any Loss that occurred as a result of the failure of such person to give such notice. The indemnifying party shall have the right (without prejudice to the right of any indemnified party to participate at its expense through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own choosing if it gives written notice to the indemnified party of its intention to do so not later than twenty days following notice of the claim to the indemnifying party or such shorter time period as required so that the interests of the indemnified party would not be materially prejudiced as a result of its failure to have received such notice from the indemnifying party; provided, however, that if the defendants in any action is brought against shall include both an indemnifying party and an indemnified party and the indemnified party shall have reasonably concluded that counsel selected by the indemnifying party has a conflict of interest because of the availability of different or additional defenses to the indemnified party, the indemnified party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party. If the indemnifying party will does not so choose to defend or prosecute any such claim asserted by a third party for which any indemnified party would be entitled to participateindemnification hereunder, at its own expense, in then the defense thereof. The indemnifying indemnified party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice recover from the indemnifying party to party, on a monthly basis, all of its attorneys’ reasonable fees and other costs and expenses of litigation of any nature whatsoever incurred in the indemnified party defense of such claim. Notwithstanding the assumption of the defense of any claim by an indemnifying party's election party pursuant to assume the defense thereofthis paragraph, the indemnified party shall bear have the fees and expenses right to approve the terms of any additional counsel retained by it, and the indemnifying party will settlement of a claim (which approval shall not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless unreasonably withheld). (ib) the The indemnifying party and the indemnified party shall cooperate in furnishing evidence and testimony and in any other manner which the other may reasonably request, and shall in all other respects have mutually agreed an obligation of good faith dealing, one to the retention other, so as not to unreasonably expose the other to an undue risk of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the loss. The indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to reimbursement for out-of-pocket expenses reasonably incurred by it in connection with such cooperation. Except for fees and expenses for which indemnification is provided pursuant to Section 3.4, and as provided in the benefits of the indemnification contained in preceding sentence, each party shall bear its own fees and expenses incurred pursuant to this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparagraph (b).

Indemnification Procedure. Any person obligated to provide In the event that any party hereto discovers or otherwise becomes aware of an indemnification claim arising under this Article VIII ("indemnifying party" for the purpose Section 5.1 or Section 5.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified give written notice to the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party in writing within a reasonable time after under this Agreement; PROVIDED, HOWEVER, that the summons or other first legal process giving information failure of the nature of the claim shall have been served upon such any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIobligations hereunder, except to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 5, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to notify results in the failure of actual give notice to as provided herein shall not relieve the indemnifying party and such of any obligations hereunder, to the extent the indemnifying party is damaged solely as a result of failure to give such noticenot materially prejudiced thereby. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of any action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, the expenses of such defense to be paid by the indemnifying party. No indemnifying party shall consent to entry of any judgment or enter into any settlement with respect to a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffaction, the defense of which has been assumed by an indemnifying party agrees to indemnify party, without the indemnified party from and against any loss or liability by reason consent of such settlement or judgment. A successor by law of the parties to this Agreement indemnifying party, which consent shall not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated Transferor or USO, as the case may be, shall notify the party against whom indemnification is sought promptly of any claim it may have or any claim by any third party coming to provide indemnification its attention which may result in any liability hereunder on the other's part. Neither Transferor nor USO shall have any liability under this Article VIII unless notice of a claim for indemnity has been given to the other party, with sufficient detail of the events giving rise to such claim, on or prior to the date twelve ("indemnifying party" for 12) months after the purpose end of this the Company's first fiscal year, with the exception of any claim under Section 8.3) , which claim may be asserted until the expiration of the relevant statute of limitations. The indemnifying party shall be entitled at its own expense to conduct the defense of any third party claim with counsel of its own choosing, subject to approval by the party seeking indemnification (whose approval shall not be liable under unreasonably withheld), but the party seeking indemnification provisions of this Article VIII with respect to any claim made against a party shall be entitled to indemnification under this Article VIII ("indemnified party" participate in such defense with counsel of its own choosing and at its own expense, provided that control of the defense will remain with counsel for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify if the indemnifying party of any such claim has acknowledged unequivocally in writing its obligation to indemnify the other in regard to the claims to be defended against. Failure to give notice as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIits obligations hereunder, except to the extent that the failure to notify results in the failure defense of actual notice to the indemnifying party and any claim is prejudiced by such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable have the right to compromise or settle for money damages only any settlement of claim giving rise to an obligation for indemnification hereunder; any proceeding effected without its written consent but if claim compromised or settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify by the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties shall not be subject to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementhereunder.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 7 of notice of the purpose commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofaction. The indemnifying party also shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to assume select counsel for the defense thereofof such claim with the approval of any parties entitled to indemnification, with counsel satisfactory to which approval shall not be unreasonably withheld. In the party named in the action. After notice from event that the indemnifying party to the indemnified party of the indemnifying party's election elects to assume the defense thereof, of any such suit and retain such counsel and if the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) reasonably determines that a conflict exists between the indemnifying party and the indemnified party shall have mutually agreed to the retention of in such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffdefense, the indemnifying party agrees shall pay the reasonable fees and expenses of one additional counsel with respect to indemnify each such suit retained by the indemnified party from and against any loss or liability selected by reason of such settlement or judgment. A successor the indemnified party (which selection shall be made by law a majority in interest of the parties to this Agreement shall be entitled indemnifying Shareholder in the case of the Shareholder) and reasonably satisfactory to the benefits indemnifying party. The failure to notify an indemnifying party promptly of the indemnification contained in commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Article VIII. The indemnification provisions contained in Section 7, but the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise than under this Article VIII shall survive any termination of this AgreementSection 7.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for Promptly after receipt by an indemnified party hereunder of written notice of the purpose commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII any action or proceeding with respect to any which a claim for indemnification may be made against a party entitled pursuant to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless 3, such indemnified party shall have notified shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action; provided, however, that the claim shall have been served upon such failure of any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from of any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIobligations, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticenot prejudiced thereby. In case any such action is brought against the an indemnified party, the indemnifying party will shall be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after such notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified indemnifying party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof thereof, other than reasonable costs of investigation, unless (i) the indemnifying party and has failed to assume the indemnified party shall have mutually agreed to the retention defense of such claim and to employ counsel or (ii) the named parties reasonably satisfactory to any such proceeding (including any impleaded parties) include both the indemnified person. An indemnifying party and who elects not to assume the indemnified party and representation defense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party a claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of any action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified party, the expenses of such defense to be paid by the indemnifying party. No indemnifying party shall consent to entry of any judgment or enter into any settlement with respect to a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for action the plaintiff, the defense of which has been assumed by an indemnifying party agrees to indemnify without the indemnified party from and against any loss or liability by reason consent of such settlement or judgment. A successor by law of the parties to this Agreement indemnifying party, which consent shall not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated Promptly after a party seeking indemnification obtains knowledge of the existence or commencement of a Claim, the party to provide indemnification under this Article VIII ("be indemnified will notify the other party of the Claim in writing; provided however, that the indemnifying party" for ’s indemnity obligations will be waived only if and to the purpose of extent that its ability to conduct the defense are materially prejudiced by this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect failure to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the give notice. The indemnifying party in writing within a reasonable time after will assume the summons or other first legal process giving information sole control of defense and settlement of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have Claim with counsel reasonably satisfactory to the indemnified party against whom such action is brought under at the indemnification provisions of this Article VIIIindemnifying party’s risk and expense; provided, except to however, the extent that the failure to notify results indemnified party may join in the failure defense and settlement of actual notice to the indemnifying party Claim and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, employ counsel at its own expense, and will reasonably cooperate with the indemnifying party in the defense thereofand settlement of the Claim. The indemnifying party also shall be entitled to assume may not settle any Claim without the defense thereof, with counsel satisfactory to indemnified party’s written consent unless the party named in settlement (x) includes a release of all covered claims pending against the action. After notice from indemnified party; (y) contains no admission of liability or wrongdoing by the indemnifying party to indemnified party; and (z) imposes no obligations upon the indemnified party of the indemnifying party's election other than an obligation to assume the defense thereof, stop using any infringing items. If both the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable are named parties in any action relating to such party under this Agreement for any legal or other expenses subsequently incurred the Claim and the counsel chosen by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include cannot represent both the indemnifying party and the indemnified party and representation indemnifying party due to any present or potential conflict in representing the interests of both parties by the same counsel would be inappropriate due to actual or potential differing interests between of them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, then the indemnifying party agrees to indemnify will retain separate counsel for the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementparty.

Indemnification Procedure. Any person obligated to provide indemnification (A) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 5(d) of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 5(d), promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provisions of indemnity agreement contained in this Article VIIISection 5(d) or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (B) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there are legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 5(d) for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (iunless: a) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, approved by such consent or if there be a final judgment for indemnifying party, representing all of the plaintiff, indemnified parties who are parties to such action); or b) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement action against the indemnified party, in each of which cases the reasonable fees and expenses of counsel for the indemnified party shall be entitled to at the benefits expense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for Each indemnified party shall promptly after the purpose receipt of this Section 8.3) shall not be liable under notice of the indemnification provisions commencement of this Article VIII with respect to any claim made action against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified in respect of which indemnity may be sought from an indemnifying party on account of an indemnity agreement contained in this Article 10, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; provided, however, that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission to so notify the indemnifying party of any such claim shall not relieve the indemnifying party from any other liability which it may have to the such indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeparty. In case any such action is shall be brought against any indemnified party and it shall notify any indemnifying party of the indemnified partycommencement thereof, the indemnifying party will shall be entitled to participateparticipate therein and, at its own expenseto the extent that it may wish, in the defense thereof. The jointly and with any other indemnifying party also shall be entitled similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnifying party shall be responsible for any reasonable legal or other expenses subsequently actually incurred by the indemnifying party in connection with the defense thereof; provided further, that if any indemnified party shall bear have reasonably concluded that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this Article 10, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, and such indemnifying party shall be required to reimburse such indemnified party and any person controlling such indemnified party for that portion of the reasonable fees and expenses of any additional counsel retained by it, and the indemnifying indemnified party will not be liable that are related to such party under different or additional defenses, but not for matters that are beyond the scope of the indemnity agreement provided in this Agreement for any legal or other expenses subsequently incurred by Article 10; and provided further, that no such party independently in connection with action shall be settled without the defense thereof other than reasonable costs consent of investigation, unless (i) the indemnifying party and the indemnified party, which consent neither party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementunreasonably withhold.

Indemnification Procedure. Any person obligated Within 10 days after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this in Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless 7.1 or 7.2, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action; PROVIDED, HOWEVER, that the claim shall have been served upon such failure of any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provisions of this Article VIIISection 7.1 or 7.2, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by such failure to give such notice. In case any such action or proceeding is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, with counsel reasonably satisfactory to the party named in the action. After such indemnified party; and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other fees and expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) in such indemnified party's reasonable judgment an actual or potential conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party and shall not assume the indemnified party shall have mutually agreed to the retention defense of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party claim but also shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 7.1, more than one counsel (in addition to any settlement local counsel) for all indemnified parties selected by the holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties, or (ii) in the case of a claim referred to in Section 7.2, more than one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any proceeding effected without its written consent but if settled indemnified party an actual or potential conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such consent or if there be a final judgment for the plaintiffclaim, in which event the indemnifying party agrees shall be obligated to indemnify pay the fees and expenses of such additional counsel or counsels as may be reasonable in light of such conflict. The indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any Person who controls such indemnified party is a party to such claim, action, suit, investigation or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from and against any loss or all liability by reason arising out of such settlement claim, action, suit, investigation or judgmentproceeding. A successor by law An indemnified party will not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which it is then seeking (or thereafter seeks) indemnification hereunder, in each case without the prior written consent of the parties to this Agreement indemnifying party (which consent shall not be entitled unreasonably withheld or delayed). Notwithstanding anything to the benefits contrary set forth herein, and without limiting any of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination rights set forth above, an indemnified party hereunder will have the right to retain, at its own expense, counsel with respect to the defense of this Agreementa claim.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for the purpose in Section 8.1 or Section 8.2 of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Agreement, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action; provided that the claim shall have been served upon such failure of any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provisions Section 8.1 or Section 8.2 of this Article VIII, Agreement except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by such failure to give such notice. In case any such action is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other fees and expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) the indemnifying party and the in such indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to party's reasonable judgment an actual or potential differing interests conflict of interest between them. The such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel (in addition to any settlement local counsel) for all holders of Registrable Securities, selected by a majority (by number of shares) of the holders of Registrable Securities, or (ii) more than one counsel (in addition to any local counsel) for the Company in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to (pursuant to an immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any proceeding effected without its written consent but if settled indemnified party an actual or potential conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such consent or if there be a final judgment for the plaintiffclaim, in which event the indemnifying party agrees shall be obligated to indemnify pay the fees and expenses of such additional counsel or counsels. The indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any Person who controls such indemnified party is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from and against any loss or all liability by reason arising out of such settlement claim, action, suit or judgmentproceeding. A successor by law of the parties to this Agreement shall be entitled Notwithstanding anything to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.contrary set forth herein, and

Indemnification Procedure. Any person obligated Within 10 days after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this in Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this 9.1 or Section 8.3) unless 9.2, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action; provided, however, that the claim shall have been served upon such failure of any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provisions of this Article VIII, Section 9.1 or Section 9.2 except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by such failure to give such notice. In case any such action or proceeding is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other fees and expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) the indemnifying party and the in such indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to party's reasonable judgment an actual or potential differing interests conflict of interest between them. The such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 9.1, more than one counsel (in addition to any settlement local counsel) for all indemnified parties selected by (x) REI, if REI is defending against such claim, or (y) the holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties, if REI is not defending against such claim, or (ii) in the case of a claim referred to in Section 9.2, more than one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any proceeding effected without its written consent but if settled indemnified party an actual or potential conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such consent or if there be a final judgment for the plaintiffclaim, in which event the indemnifying party agrees shall be obligated to indemnify pay the fees and expenses of such additional counsel or counsels as may be reasonable in light of such conflict. The indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any Person who controls such indemnified party is a party to such claim, action, suit, investigation or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from and against any loss or all liability by reason arising out of such claim, action, suit, investigation or proceeding and such settlement, compromise or consent involves only the payment of money and such money is actually paid by the indemnifying party. Whether or not the defense of any claim or action is assumed by the indemnifying party, such indemnifying party will not be subject to any liability for any settlement or judgmentmade without its consent, which consent will not be unreasonably withheld. A successor by law Notwithstanding anything to the contrary set forth herein, and without limiting any of the parties rights set forth above, in any event any indemnified party will have the right to this Agreement shall be entitled retain, at its own expense, counsel with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementa claim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, which shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 7 of notice of the purpose commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereofaction. The indemnifying party also shall have the right to participate in and to assume the defense of such claim; provided, however, that the indemnifying party shall be entitled to assume select counsel for the defense thereofof such claim with the approval of any parties entitled to indemnification, with counsel satisfactory to which approval shall not be unreasonably withheld. In the party named in the action. After notice from event that the indemnifying party to the indemnified party of the indemnifying party's election elects to assume the defense thereof, of any such suit and retain such counsel and if the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) reasonably determines that a conflict exists between the indemnifying party and the indemnified party shall have mutually agreed to the retention of in such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiffdefense, the indemnifying party agrees shall pay the reasonable fees and expenses of one additional counsel with respect to indemnify each such suit retained by the indemnified party from and against any loss or liability selected by reason of such settlement or judgment. A successor the indemnified party (which selection shall be made by law a majority in interest of the parties to this Agreement shall be entitled indemnifying Holders in the case of the Holders) and reasonably satisfactory to the benefits indemnifying party. The failure to notify an indemnifying party promptly of the indemnification contained in commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Article VIII. The indemnification provisions contained in Section 7, but the omission so to notify the indemnifying party will not relieve such party of any liability that such party may have to any indemnified party otherwise than under this Article VIII shall survive any termination of this AgreementSection 7.

Indemnification Procedure. Any person obligated The indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to provide a claim for indemnification under this Article VIII Section 10, it will provide notice thereof in writing to the indemnifying Party, specifying the nature of and specific basis for such Claim. ("i) The indemnifying party" for Party shall have the purpose right to control all aspects of the defense of (and any counterclaims with respect to) any Claims brought against the indemnified Party that are covered by the indemnification under this Section 8.310, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the indemnified Party unless it includes a full release of the Indemnified Party from such Claim. (ii) shall not be liable under The indemnified Party agrees to cooperate fully with the indemnification provisions of this Article VIII indemnifying Party, with respect to all aspects of the defense of any claim made against a party Claims covered by the indemnification under this Section 10, including, without limitation, the prompt furnishing to the indemnifying Party of any correspondence or other notice relating thereto that the indemnified Party may receive, permitting the name of the indemnified Party to be utilized in connection with such defense, the making available to the indemnifying Party of any files, records or other information of the indemnified Party that the indemnifying Party considers relevant to such defense and the making available to the indemnifying Party of any employees of the indemnified Party; provided, however, that in connection therewith the indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the indemnified Party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the indemnified Party pursuant to this Section 10(c). In no event shall the obligation of the indemnified Party to cooperate with the indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Section 10; provided, however, that the indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The indemnifying Party agrees to keep any such counsel hired by the indemnified Party informed as to the status of any such defense, but the indemnifying Party shall have the right to retain sole control over such defense. (iii) In determining the amount of any loss, cost, damage or expense for which the indemnified Party is entitled to indemnification under this Article VIII ("indemnified party" for Agreement, the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information gross amount of the nature of indemnification will be reduced by (i) any insurance proceeds realized by the claim indemnified Party, and such correlative insurance benefit shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party be net of any such claim shall not relieve incremental insurance premium that becomes due and payable by the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely Indemnified Party as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees claim and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and all amounts recovered by the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party Party under contractual indemnities from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementthird Persons.

Indemnification Procedure. Any person obligated to provide indemnification (A) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 5.17(c) of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 5.17(c), promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provisions of indemnify agreement contained in this Article VIII, except Section 5.17(c) or to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (B) In any case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 5.17(c) for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (iI) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, approved by such consent or if there be a final judgment for indemnifying party representing all of the plaintiff, indemnified parties who are parties to such action) or (II) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementindemnifying party.

Indemnification Procedure. Any person obligated to provide indemnification (a) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 7.1 of notice of the purpose commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified the shall, if a claim in respect thereof is to be made against any indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)under Section 7.1, but failure to notify the indemnifying party of any such claim shall not relieve the commencement thereof; provided, however, that failure to so notify the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIshall not affect an indemnifying party’s obligations hereunder, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give materially prejudiced by such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereoffailure. The indemnifying party also shall be entitled to assume the defense thereof, with appoint counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election ’s choice at the indemnifying party’s expense to assume the defense thereof, represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall bear not thereafter be responsible for the fees and expenses of any additional separate counsel retained by itthe indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party will not be liable to shall bear the reasonable fees, costs and expenses of such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have mutually agreed reasonably concluded that there may be legal defences available to it and/or other indemnified parties which are different from or additional to those available to the retention of such counsel or indemnifying party, (iiiii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action, or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. (b) No indemnifying party shall, without the prior express written consent of the indemnified party, consent to any judgment or effect any settlement of any pending or threatened action, suit or proceeding effected without its written consent but if settled with in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such consent or if there be a final judgment for the plaintiffindemnified party, the indemnifying party agrees to indemnify the unless such settlement includes an unconditional release of such indemnified party from and against any loss or all liability by reason on claims that are the subject matter of such settlement action, suit or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementproceeding.

Indemnification Procedure. Any person obligated to provide indemnification If any claim or action shall be brought under this Article VIII ("indemnifying party" for Section 8(a) or Section 8(b), the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified promptly notify in writing the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)parties, but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also parties shall be entitled to assume the defense thereof, with including the employment of counsel satisfactory to the party named in the action. After notice from the indemnifying party reasonably acceptable to the indemnified party and payment of all fees and expenses. The indemnified party shall have the indemnifying party's election right to assume employ separate counsel in any such action and participate in the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying expense of such indemnified party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party parties have agreed to pay such fees and expenses, (ii) the indemnifying parties have failed to assume the defense and employ counsel reasonably acceptable to the indemnified party shall have mutually agreed to the retention of such counsel party, or (iiiii) the named parties to any such proceeding action (including any impleaded parties) include both the indemnified party and the indemnifying party parties, and the indemnified party and shall have been advised by its counsel that one or more legal defenses may be available to the indemnified party that may be unavailable to the indemnifying parties, or that representation of both such indemnified party and any indemnifying parties by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between themthem (in which case the indemnifying parties shall not have the right to assume the defense of such action on behalf of the indemnified party (notwithstanding their obligation to bear the fees and expenses of such counsel)). The indemnifying party parties shall not be liable for any settlement of any proceeding such action effected without its their written consent consent, which may not be unreasonably withheld, but if settled with such consent written consent, or if there be a final judgment for the plaintiffplaintiff in any such action, the indemnifying party agrees parties agree to indemnify the and hold harmless any indemnified party from and 10 11 against any loss loss, claim, damage, liability or liability expense by reason of such settlement or judgment. A successor by law , but in the case of the parties to this Agreement shall be entitled a judgment only to the benefits of the indemnification contained extent provided in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementSection 8.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.38.4) unless such this indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such this indemnified party (or after such this party shall have received notice of such this service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such this action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such this indemnifying party is damaged solely as a result of failure to give such this notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such this party under this Agreement for any legal or other expenses subsequently incurred by such this party independently in connection with the defense thereof other than reasonable costs of investigation, unless (ia) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel this counsel, or (iib) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its the indemnifying party's written consent but if settled with such this consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such this settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated Promptly after receipt by an indemnified party under Section 9.1.3 above or Section 9.1.4 above of notice of the commencement of any action for which a claim for indemnification is to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless Borrower, such indemnified party shall have notified the indemnifying party notify Borrower in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)commencement, but failure the omission to so notify the indemnifying party of any such claim shall Borrower will not relieve the indemnifying party Borrower from any liability which that it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, hereunder except to the extent that the failure to notify results in the failure of actual notice causes prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeBorrower. In case If any such action is brought against the any indemnified party, and it notifies Borrower of the indemnifying party commencement thereof, C Borrower will be entitled entitled, jointly with any other indemnifying party, to participateparticipate therein and, at its own expenseto the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, thereof with counsel satisfactory to the such indemnified party named in the actionits discretion. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable Borrower to such indemnified party under this Agreement Section 9.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation; provided, unless (i) however, if the indemnifying party defendants in any such action include both Borrower and the an indemnified party, and any indemnified party shall have mutually agreed reasonably concluded that there are any legal defenses available to the retention of such counsel it and/or other indemnified parties that are different from or (ii) the named parties additional to any such proceeding (including any impleaded parties) include both the indemnifying party and those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and representation to otherwise participate in the defense of both parties by the same counsel would be inappropriate due to actual such action on behalf of such indemnified party or potential differing interests between themparties. The indemnifying party Borrower shall not be liable for any settlement the expenses of more than one separate counsel unless there are legal defenses available to it that are different from or additional to those available to another indemnified party. Without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed), Borrower shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding effected without its in respect of which indemnification may be sought hereunder (whether or not Borrower is an actual or potential party to such claim, action, suit or proceeding) unless Borrower shall have given Lender reasonable prior written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the notice thereof and shall have obtained an unconditional release of each indemnified party hereunder from and against any loss or all liability by reason arising out of such settlement claim, action, suit or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementproceedings.

Indemnification Procedure. Any person obligated To the extent that the indemnified Party’s or a third party’s negligent or intentional acts or omissions contributed to provide indemnification under this Article VIII or caused the injury or damage for which a claim of indemnity is being asserted against the indemnifying Party hereunder, the damages and expenses ("indemnifying party" for the purpose of this Section 8.3including, without limitation, reasonable attorneys’ fees) shall not be liable under allocated or reallocated, as the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("case may be, between the indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified Party, the indemnifying Party and any other party bearing responsibility in writing within a reasonable time after such proportion as appropriately reflects the summons relative fault of such Parties, or other first legal process giving information their subcontractors, or the officers, directors, employees, agents, successors and assigns of any of them, and the liability of the nature of indemnifying Party shall be proportionately reduced. Notwithstanding the claim shall have been served upon such indemnified party (foregoing, each Party hereunder will bear responsibility for its own suppliers or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except vendors to the extent that the failure damages or expenses are due to the relative fault of that Party’s suppliers or vendors, and the relative fault of the supplier or vendor shall be deemed the relative fault of the Party contracting with such supplier or vendor. Each Party agrees to promptly notify results the indemnifying Party in writing of any indemnifiable Claim. The indemnified Party shall cooperate in all reasonable respects with the indemnifying Party and its attorneys in the failure investigation, trial, defense and settlement of actual notice to the indemnifying party such Claim and any appeal arising there from. The indemnified Party may participate in such indemnifying party is damaged solely as a result investigation, trial, defense and settlement of failure to give such notice. In case Claim and any such action is brought against the indemnified partyappeal arising there from, the indemnifying party will be entitled to participatethrough its attorneys or otherwise, at its own cost and expense, in the defense thereof. The indemnifying party also No settlement of a Claim shall be entitled to assume entered into without the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to consent of the indemnified party of the indemnifying party's election to assume the defense thereofParty, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party which consent shall not be liable for any unreasonably withheld, unless the settlement includes an unconditional general release of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementParty.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served be entitled, upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual written notice to the indemnifying party, to the timely appointment of counsel by the indemnifying party for the defense of any claim, which counsel shall be subject to the approval of the indemnified party. If, in the indemnified party’s judgment, a conflict of interest exists between the indemnified party and such the indemnifying party is damaged solely as a result at any time during the defense of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying indemnified party will be entitled to participate, at may appoint independent counsel of its own expense, in choice for the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to of the indemnified party as to such claim. Additionally, regardless of the indemnifying party's election to assume the defense thereof, whether the indemnified party shall bear the fees and expenses of any additional is appointed counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless selects independent counsel (i) the indemnifying party and the indemnified party shall have mutually agreed the right to participate in the retention defense of any claim and approve any proposed settlement of such counsel or claim, and (ii) all costs, expenses and attorneys’ fees of the named parties to any such proceeding (including any impleaded parties) include both indemnified party shall be borne by the indemnifying party. If the indemnifying party fails to timely pay such costs, expenses and attorneys’ fees, the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party may, but shall not be liable for any settlement of any proceeding effected without its written consent but if settled with obligated to, pay such consent or if there amounts and be a final judgment for the plaintiff, reimbursed by the indemnifying party agrees for the same, which amounts shall bear interest at the rate provided for in Section 15.2.3 until paid in full. The Parties hereby acknowledge that it shall not be a defense to indemnify a demand for indemnity that less than all claims asserted against the indemnified party from and against are subject to indemnification. If a claim is covered by the indemnifying party’s liability insurance, the indemnified party, subject to a standard of commercial reasonableness, shall not take or omit to take any loss action that would cause the insurer not to defend such claim or to disclaim liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementrespect thereof.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.38.4) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.38.4) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld) but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification (i) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 2.3 of written notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; provided, however, that the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provisions of indemnity agreement contained in this Article VIIISection 2.3, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (ii) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand to the extent that it may wish, in the defense thereof. The jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to the indemnified party or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party or other indemnified parties that are different from such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 2.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (iA) the indemnifying party and the The indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel (other than local counsel), approved by such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees representing all of the indemnified parties who are parties to indemnify such action, unless such additional counsel shall be required by applicable legal ethics rules); or (B) The indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party from and against any loss or liability by reason to represent the indemnified party within a reasonable time after notice of such settlement or judgment. A successor by law commencement of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementaction.

Indemnification Procedure. Any person obligated (a) A Party that intends to provide claim indemnification under this Article VIII ("indemnifying party" for the purpose of this Section 8.3) 9 shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to promptly notify the indemnifying party Party of any such claims in respect of which such Party intends to claim such indemnification, and if applicable such indemnifying Party shall not relieve assume the indemnifying party from any liability which it may have defense thereof with counsel mutually satisfactory to the indemnified party against whom Parties; provided that such action is brought under Party shall have the indemnification provisions of this Article VIIIright to retain its own counsel and, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party case compensation for fees and expenses are not otherwise awarded, compensation for such reasonable costs shall be paid by such indemnifying party Party provided such indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume responsible for the defense thereof, with counsel satisfactory to if representation of such Party by the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the such indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel Party would be inappropriate due to actual or potential differing conflicting interests between themsuch Party and any other Party represented by such counsel. The indemnification provided for by this Section 9 shall not apply to amounts paid in settlement of any such claim if such settlement is effected without the consent of the indemnifying party Party, which consent shall not be liable unreasonably withheld. The failure to deliver notice to the indemnifying Party within a reasonable time after the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve the indemnifying Party of any liability to the other Party under this Section 9.3 to the extent so prejudiced, but the omission so to deliver notice to such indemnifying Party shall not otherwise relieve it of any liability that it may have to such other Party. The indemnified Party shall cooperate fully with the other Party in the investigation of any such claim covered by this indemnification. (b) If Distributor receives a demand, claim, suit or proceeding subject to Insulet indemnification under Section 9.1(a)(iv), Distributor shall notify Insulet promptly in writing and give Insulet information, assistance and exclusive authority to evaluate, defend and settle such claim. Insulet shall then at its own expense and option, (i) settle the claim (which settlement shall include for Distributor the right to sell and use the Products pursuant to this Agreement); (ii) procure for Distributor the right to sell and use the Product pursuant to this Agreement; (iii) replace or modify the Product to avoid infringement; (iv) defend against such claim; or (v) remove the Product and indemnify and hold harmless Distributor. Should any court of competent jurisdiction hold in a final decision that the sale, manufacture, or use of such Product constitutes infringement, Insulet shall pay any costs and damages finally awarded against Distributor on the account of such infringement, and if the use of such Product is enjoined, Insulet shall take one more of the actions under clauses (ii), (iii) or (v) above. Insulet reserves the right, at its sole option, to notify Distributor in writing that as a result of a claim, suit or proceeding or threat of same in any given country, Distributor may not market or sell the Products in such country, effective as of such written notice, subject to full indemnification of Distributor. The foregoing states the entire and complete liability of Insulet for any settlement of any proceeding effected without its written consent but if settled with such consent patent infringement or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability claimed infringement by reason of such settlement the sale, manufacture or judgment. A successor by law use of the parties Products or any part thereof. This Section 9.3(b) shall also apply in the event Insulet receives a claim, suit or proceeding relating to this Agreement shall be entitled to an actual or alleged infringement of a claim of a patent or an actual or alleged infringement or misappropriation of a Third Party Intellectual Property Right by the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementProducts.

Indemnification Procedure. Any person obligated to provide indemnification (a) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 7.3 of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.3, promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provisions of indemnity agreement contained in this Article VIII, except Section 7.3 or to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not materially prejudiced as a result of failure to give such notice. failure. (b) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof, including settlement functions, with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party named and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of the indemnifying party's election to assume the defense thereofcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Section 7.3 for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless unless: (i) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement the expenses of any proceeding effected without its written consent but if settled with more than one separate counsel, approved by such consent or if there be a final judgment for indemnifying party representing all of the plaintiff, indemnified parties who are parties to such action) or (ii) the indemnifying party agrees shall not have employed counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties to indemnifying party. Notwithstanding the provisions of this Section 7.3, the Purchaser shall not be liable for any indemnification obligation under this Agreement shall be entitled to the benefits in excess of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination amount of this Agreementnet proceeds received by the Purchaser from the sale of the Shares.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for VI of notice of the purpose commencement of this Section 8.3) shall not any action, such indemnified party will, if a claim in respect thereof is to be liable under the indemnification provisions of this Article VIII with respect to any claim made against a the indemnifying party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified VI, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of commencement thereof; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party from any liability which it may have to the any indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to prejudice demonstrated by the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such noticeparty. In case any such action is brought against the any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participateparticipate in, at its own expense, in and assume the defense thereof. The , subject to the provisions herein stated and after notice from the indemnifying party also shall be entitled to such indemnified party of its election so to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement Article VI for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that, the fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to any such proceeding action (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party and representation of both parties shall have been advised by such counsel that there may be one or more legal defenses available to the same counsel would indemnifying party different from or in conflict with any legal defenses which may be inappropriate due available to actual or potential differing interests between them. The the indemnified party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party, it being understood, however, that the indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable only for any the reasonable fees and expenses of one separate firm of attorneys for the indemnified party, which firm shall be designated in writing by the indemnified party and be approved by the indemnifying party). No settlement of any proceeding effected action against an indemnified party shall be made without its the prior written consent but if settled of the indemnified party, which consent shall not be unreasonably withheld. All fees and expenses of the indemnified party (including reasonable costs of defense and investigation in a manner not inconsistent with such consent or if there this section and all reasonable attorneys' fees and expenses) shall be a final judgment for paid to the plaintiffindemnified party, as incurred, within ten (10) Trading Days of written notice thereof to the indemnifying party; provided, that the indemnifying party agrees to indemnify the may require such indemnified party from to undertake to reimburse all such fees and against any loss or liability by reason of expenses to the extent it is finally judicially determined that such settlement or judgment. A successor by law of the parties to this Agreement shall be indemnified party is not entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementhereunder.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" Section 2.7 of notice of the commencement of any action which may give rise to a claim for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless hereunder, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.7, notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon commencement thereof and generally summarize such indemnified party (or after such action. The indemnifying party shall have received notice the right to participate in and to assume the defense of such service on any designated agent)claim, but failure and shall be entitled to notify select counsel for the indemnifying party defense of such claim with the approval of any such claim parties entitled to indemnification, which approval shall not relieve be unreasonably withheld. Notwithstanding the indemnifying party from any liability which it may foregoing, the parties entitled to indemnification shall have the, right to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIIIemploy, except to the extent that the failure to notify results in the failure of actual notice separate counsel (reasonably satisfactory to the indemnifying party and such indemnifying party is damaged solely as a result of failure party) to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear but the fees and expenses of any additional such counsel retained by it, and shall be at the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention expense of such counsel or (ii) indemnified parties unless the named parties to any such proceeding (including any impleaded parties) action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party and representation or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified parties, it being understood, however, that the indemnifying party shall not, in connection with any such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any settlement time for all indemnified parties, which counsel shall be designated in writing by the holders of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law majority of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementRegistrable Securities).

Indemnification Procedure. Any person obligated to provide If a Party is seeking indemnification under this Article VIII Section 1.1 or Section 11.2, it shall inform the other Party of the Claim giving rise to the obligation to indemnify ("indemnifying party" for it being understood and agreed, however, that the purpose failure or delay by indemnified Party to give such notice of this Section 8.3) a Claim shall not be liable under affect the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, provided hereunder except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party Party shall have been actually and such indemnifying party is damaged solely materially prejudiced as a result of such failure or delay to give such notice). In case Indemnifying Party shall have the right to assume the defense of any such action Claim for which it is brought against the indemnified partyobligated to indemnify, including selecting counsel and settling any such Claim. Indemnified Party shall cooperate with the indemnifying party will be entitled Party as indemnifying Party may reasonably request, and at indemnifying Party’s cost and expense. Indemnified Party shall have the right to participate, at its own expenseexpense and with counsel of its choice, in the defense thereofof any Claim. The indemnifying party also Indemnifying Party shall be entitled keep indemnified Party informed on a reasonable and timely basis as to assume the status of such Claim (to the extent indemnified Party is not participating in the defense thereofof such Claim) and conduct the defense of such Claim in a prudent manner. If indemnifying Party assumes the defense of a Claim, with counsel satisfactory to the party named in the action. After notice from no compromise or settlement of such Claim may be effected by the indemnifying party to Party without the indemnified party of Party’s written consent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding the indemnifying party's election to assume the defense thereofforegoing, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party Party’s consent shall not be liable required for any a settlement where: (a) there is no finding or admission of any proceeding effected without its written consent but if settled with such consent violation of law or if there any violation of the rights of any person and no effect on any other claims that may be a final judgment for made against indemnified Party, (b) the plaintiffsole relief provided is monetary damages that are paid in full by indemnifying Party, the indemnifying party agrees to indemnify and (c) the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of Party’s rights under this Agreement, including the Option, are not adversely affected.

Indemnification Procedure. Any person obligated to provide indemnification (A) Promptly after receipt by an indemnified party under this Article VIII ("indemnifying party" for Section 15(d) of notice of the purpose threat or commencement of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless action, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party under this Section 15(d), promptly notify the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of claim; but the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure omission so to notify the indemnifying party of any such claim shall will not relieve the indemnifying party it from any liability which it may have to the any indemnified party against whom such action is brought for contribution or otherwise under the indemnification provisions of indemnity agreement contained in this Article VIII, except Section 15(d) or to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party it is damaged solely not prejudiced as a result of failure to give such notice. failure. (B) In case any such action is brought against the any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participateparticipate in, at its own expenseand, in to the defense thereof. The extent that it may wish, jointly with all other indemnifying party also shall be entitled parties similarly notified, to assume the defense thereof; provided, with counsel satisfactory however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party named or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the actiondefense of such action on behalf of such indemnified party or parties. After Upon receipt of notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereofof such action, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement hereunder for any legal or other expenses subsequently incurred by such indemnified party independently in connection with the defense thereof other than reasonable costs of investigation, unless (ix) the indemnifying party and the indemnified party shall have mutually agreed employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the retention of such counsel or preceding sentence (ii) it being understood, however, that the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for the expenses of more than one separate counsel and any settlement local counsel that may be required, approved by such indemnifying party representing all of any proceeding effected without its written consent but if settled with the indemnified parties who are parties to such consent action), or if there be a final judgment for the plaintiff, (y) the indemnifying party agrees shall not have appointed counsel reasonably satisfactory to indemnify the indemnified party from to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and against any loss or liability by reason expenses of such settlement or judgment. A successor by law counsel shall be at the expense of the parties to indemnifying party. Notwithstanding the provisions of this Section 15(d), each Purchaser shall not be liable for any indemnification obligation under this Agreement shall be entitled to the benefits in excess of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination amount of this Agreementnet proceeds received by such Purchaser from the sale of the Registrable Units.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“indemnifying party" ” for the purpose of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("“indemnified party" ” for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought under the indemnification provisions of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of failure to give such notice. In case any such action is brought against the indemnified party, the indemnifying party will be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's ’s election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent consent, which shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated Within 10 days after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this in Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this 8.1 or Section 8.3) unless 8.2, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action; provided, however, that the claim shall have been served upon such failure of any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provisions of this Article VIII, Section 8.1 or Section 8.2 except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by such failure to give such notice. In case any such action or proceeding is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to the party named in the action. After such indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other fees and expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) the indemnifying party and the in such indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to party's reasonable judgment an actual or potential differing interests conflict of interest between them. The such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 8.1, more than one counsel (in addition to any settlement local counsel) for all indemnified parties selected by the holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties, or (ii) in the case of a claim referred to in Section 8.2, more than one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any proceeding effected without its written consent but if settled indemnified party an actual or potential conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such consent or if there be a final judgment for the plaintiffclaim, in which event the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled obligated to pay the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.fees and

Indemnification Procedure. Any person obligated For purposes of this Article 19, the Party requesting indemnification hereunder shall give prompt written notice to provide the other Parties of any Third Party suits, claims, actions, proceedings, investigations or demands which may give rise to any Damages for which indemnification will be sought under this Article VIII ("indemnifying party" 19, such notice to describe in reasonable detail the basis for the purpose requesting Party’s claim for indemnification and the identity of this Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this Section 8.3) unless such indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such indemnified party (or after such party shall have received notice of such service on any designated agent)Party; provided, but however, that failure to notify the indemnifying party of any give such claim notice shall not relieve the indemnifying party from any liability which it may have Party of its obligation to the indemnified party against whom such action is brought under the provide indemnification provisions of this Article VIIIhereunder except, except if and to the extent that such failure materially and adversely affects the failure ability of the indemnifying Party to notify results defend the applicable claim, action, suit, investigation or proceeding. ***** Neither the indemnifying Party nor any indemnified Party shall settle or dispose of any such matter in any manner which would materially and adversely affect the rights or interests of the other Parties to this Agreement (including the obligation to indemnify hereunder) without the prior written consent of all other Parties, which shall not be unreasonably withheld or delayed. All Parties shall cooperate with each other and their counsel, at the expense of the indemnifying Party, in the failure course of actual notice the defense of any such claim, action, suit, investigation or proceeding, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses, regardless of whether such Party is named as a party or is involved as an indemnified or indemnifying Party in any such claim, action, suit, investigation or proceeding. Except as provided above, the reasonable and verifiable costs and expenses, including fees and disbursements of counsel, incurred by the indemnified Party in connection with any claim will be reimbursed on a calendar quarter basis by the indemnifying Party, without prejudice to the indemnifying party and such indemnifying party is damaged solely as a result of failure Party’s right to give such notice. In case any such action is brought against contest the indemnified party, Party’s right to indemnification and subject to refund in the event the indemnifying party will Party is ultimately held not to be entitled to participate, at its own expense, in the defense thereof. The indemnifying party also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the indemnifying party to the indemnified party of the indemnifying party's election to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees obligated to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this AgreementParty.

Indemnification Procedure. Any person obligated Within 10 days after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to provide indemnification under this Article VIII ("indemnifying party" for the purpose of this in Section 8.3) shall not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("indemnified party" for the purpose of this 8.1 or Section 8.3) unless 8.2, such indemnified party shall have notified will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information latter of the nature commencement of such action; provided, however, that the claim shall have been served upon such failure of any indemnified party (or after such party shall have received to give notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim as provided herein shall not relieve the indemnifying party from any liability which it may have to the indemnified party against whom such action is brought of its obligations under the indemnification provisions of this Article VIII, Section 8.1 or Section 8.2 except to the extent that the failure to notify results in the failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of actually prejudiced by such failure to give such notice. In case any such action or proceeding is brought against the an indemnified party, the indemnifying party will be entitled to participate, at its own expense, participate in the defense thereof. The indemnifying party also shall be entitled and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel Registration Rights Agreement reasonably satisfactory to the party named in the action. After such indemnified party, and after notice from the indemnifying party to the such indemnified party of the indemnifying party's its election so to assume the defense thereof, the indemnified party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to such indemnified party under this Agreement for any legal or other fees and expenses subsequently incurred by such party independently the latter in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) the indemnifying party and the in such indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to party's reasonable judgment an actual or potential differing interests conflict of interest between them. The such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 8.1, more than one counsel (in addition to any settlement local counsel) for all indemnified parties selected by the holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties, or (ii) in the case of a claim referred to in Section 8.2, more than one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any proceeding effected without its written consent but if settled indemnified party an actual or potential conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such consent or if there be a final judgment for the plaintiffclaim, in which event the indemnifying party agrees shall be obligated to indemnify pay the fees and expenses of such additional counsel or counsels as may be reasonable in light of such conflict. The indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any Person who controls such indemnified party is a party to such claim, action, suit, investigation or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from and against any loss or all liability by reason arising out of such settlement claim, action, suit, investigation or judgmentproceeding. A successor by law Notwithstanding anything to the contrary set forth herein, and without limiting any of the parties rights set forth above, in any event any indemnified party will have the right to this Agreement shall be entitled retain, at its own expense, counsel with respect to the benefits defense of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreementa claim.