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) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will 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) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will 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) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will 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) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability liability, which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("Indemnifying PartyINDEMNIFYING PARTY" for the purpose of this Section 8.36.4) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("Indemnified PartyINDEMNIFIED PARTY" for the purpose of this Section 8.36.4) unless such Indemnified Party will 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 will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 noticeVI. 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 will 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 will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, 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: : (ai) the Indemnifying Party and the Indemnified Party will shall have mutually agreed to the retention of such counsel; or counsel or (bii) 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 will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will shall be entitled to the benefits of the indemnification contained in this Article VIIIVI. The indemnification provisions contained in this Article VIII will VI shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII V ("Indemnifying Party" for the purpose of this Section 8.35.3) will not be liable under the indemnification provisions of this Article VIII V with respect to any claim made against a party entitled to indemnification under this Article VIII V ("Indemnified Party" for the purpose of this Section 8.35.3) unless such Indemnified Party will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIV, 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. V. The indemnification provisions contained in this Article VIII V will survive any termination of this Agreement.

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

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification The obligations and liabilities of the Indemnifying Party under this Article VIII IV with respect to Losses arising from claims of any third party that are subject to the indemnification provided for in this Article IV ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party" for Party notice of such Third Party Claim promptly after the purpose receipt by the Indemnified Party of this Section 8.3) will not be liable under such notice (which notice shall include the indemnification amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Article VIII with Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any claim made against a party entitled to indemnification of its obligations under this Article VIII ("Indemnified Party" for IV except to the purpose of this Section 8.3) unless such Indemnified Party will have notified extent 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 will have been served upon is materially prejudiced by such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will and shall not relieve the Indemnifying Party from any other obligation or liability which that it may have to any Indemnified Party otherwise than under this Article IV. Upon written notice to the Indemnified Party against whom such action is brought otherwise than on account within five (5) days of the indemnification provision receipt of this Article VIIIsuch notice, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its or his expense and through counsel of its or his choice (which counsel shall be reasonably satisfactory to the Indemnified Party); provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of counsel to the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to such Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is damaged solely as a result of failure to give such notice. In case is, directly or indirectly, conducting the defense against any such action is brought against Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will 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 expense, all such witnesses (including himself), records, materials and information in the defense thereof, Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Loss and would not require it to take, or refrain from taking, any action, the Indemnifying Party's liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will bear refrain from any act or omission that is inconsistent with the fees and expenses of any additional counsel retained position taken 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: (a) the Indemnifying a Third Party and Claim unless the Indemnified Party will have mutually agreed determines that such act or omission is reasonably necessary to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without protect its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementown interest.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII If a claim, action, or proceeding by a third-party ("Indemnifying Party" for the purpose of this Section 8.3a “Claim”) will not be liable under the indemnification provisions of this Article VIII with respect to any claim is made against a party entitled to indemnification under this Article VIII ("Owner, an Owner Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within , Manager, or a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Manager Indemnified Party (or after such the “Indemnified Party”) for which the Indemnified Party intends to seek indemnity under this Section 5.D, the Indemnified Party shall promptly notify the party will have received notice against whom indemnification is sought (the “Indemnitor”) in writing of such service on any designated agentClaim, setting forth a description of such Claim in reasonable detail (the “Indemnification Notice”); provided, but however, that failure to notify the Indemnifying Party of any give such claim will Indemnification Notice shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account Indemnitor of the indemnification provision of this Article VIIIits obligations hereunder, except to the extent that the failure Indemnitor has been prejudiced by such failure. The Indemnitor shall have thirty (30) days after receipt of the Indemnification Notice to notify results in the failure undertake, conduct and assume control, through counsel of actual notice its own choosing reasonably satisfactory 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, and at its own expense, of the settlement or defense of such Claim, so long as the Indemnitor notified the Indemnified Party of such defense in writing within thirty (30) days after the Indemnified Party has given notice of the third-party Claim and the Indemnitor conducts the defense thereof. The Indemnifying of the third-party Claim actively and diligently, and the Indemnified Party also will be entitled shall cooperate fully in connection therewith; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party and paid at its own expense; and, provided, further, that the Indemnified Party shall pay the fees and disbursements of such separate counsel unless (a) the employment of such separate counsel has been specifically authorized in writing by the Indemnitor, (b) the Indemnitor has failed to assume the defense thereof, of such third party Claim within thirty (30) days after receipt of the Indemnification Notice with counsel reasonably satisfactory to such Indemnified Party, or (c) the party named parties to the proceeding in which such Claim has been asserted include both the Indemnitor and such Indemnified Party and, in the action. After notice from the Indemnifying Party reasonable opinion of counsel to such Indemnified Party, there exists one or more defenses that may be available to the Indemnified Party that are in conflict with those available to the Indemnitor. The Indemnified Party shall not pay or settle any such Claim without the written consent of the Indemnifying Indemnitor, which consent shall not be unreasonably withheld. If the Indemnitor has received the Indemnified Party's election ’s Indemnification Notice and does not notify the Indemnified Party in writing within thirty (30) days after receipt of such notice that it elects to assume undertake the defense thereof, the Indemnified Party will bear shall have the fees right to undertake, at Indemnitor’s cost, risk and expenses expense, the defense, compromise or settlement of the Claim, but shall not thereby waive any additional counsel retained by it, and the Indemnifying Party will not be liable right to such party under indemnity therefor pursuant to this Agreement for any legal or Agreement. The parties hereto agree to cooperate fully with each other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs defense, negotiation or settlement of investigationany such third-party Claim. Notwithstanding anything in this Section 5.D to the contrary, unless: (a) the Indemnifying Party and Indemnitor shall not, except with the written consent of the Indemnified Party will have mutually agreed to (which such consent shall not be unreasonably withheld), enter into any settlement that (y) does not include as an unconditional term thereof the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties giving by the same counsel would be inappropriate due to actual person or potential differing interests between them. The Indemnifying Party will not be liable for any settlement persons asserting such Claim of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify an unconditional release of the Indemnified Party from and against liability with respect to such Claim, or (z) involves non-monetary relief or remedy that is binding upon the Indemnified Party, including any loss restrictions on the Indemnified Party’s ability to operate or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementcompete.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will 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 if such Indemnified Party will have notified has failed to notify in writing the Indemnifying Party in writing within a reasonable time after the summons accordance with its obligations under Sections 8.1(c), 8.2(c) or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent8.3(d), as applicable, but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will 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) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will 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) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability liability, which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("Indemnifying Party" for the purpose of this Section 8.36.4) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("Indemnified Party" for the purpose of this Section 8.36.4) unless such Indemnified Party will 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 will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 noticeVI. 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 will 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 will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, 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: : (ai) the Indemnifying Party and the Indemnified Party will shall have mutually agreed to the retention of such counsel; or counsel or (bii) 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 will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will shall be entitled to the benefits of the indemnification contained in this Article VIIIVI. The indemnification provisions contained in this Article VIII will VI 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) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will be entitled to assume the defense thereof, with counsel reasonably 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will 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) will 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 if such Indemnified Party will have notified has failed to notify in writing the Indemnifying Party in writing within a reasonable time after the summons accordance with its obligations under Sections 8.1(c), 8.2(d) or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent8.3(d), as applicable, but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide Whenever a claim arises for indemnification under this Article VIII ("Indemnifying Party" for Section 15, the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Person entitled to indemnification under this Article VIII ("the “Indemnified Party" ”) will promptly notify the Party from which indemnification is sought (the “Indemnifying Party”) of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the purpose event of this Section 8.3) unless such any claim for indemnification hereunder resulting from or in connection with any claim by a third party, the Indemnified Party will have notified give such notice thereof to the Indemnifying Party not later than *** prior to the time any response to the asserted claim is required, if possible, and in writing any event within a reasonable time after the summons or other first legal process giving information *** following receipt of the nature of the claim will have been served upon such Indemnified Party notice thereof (or after such party will have received notice of such service on any designated agent), but provided that failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from of any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIParty, except to the extent that the failure to notify results in the failure Indemnifying Party has been actually prejudiced by such failure). Following receipt of actual notice to of a claim by a third party, and provided that the Indemnifying Party and has not failed or is not failing to use reasonable efforts to defend 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 Partyclaim, the Indemnifying Party will be entitled to participatehave the option, at its own cost and expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with of such matter and to retain 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 will bear the fees and expenses of defend any additional counsel retained by itsuch claim, and the Indemnifying Party will not be liable to such party under this Agreement the Indemnified Party for any legal fees of other counsel or any other expenses subsequently incurred by such party independently in connection (except as expressly provided to the contrary herein) with respect to the defense thereof of such claim or litigation, other than reasonable costs fees and expenses of investigation, unless: counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party will have the option of joining the defense of such claim (awhich will be at the sole cost and expense of the Indemnified Party) with counsel not reasonably objected to by the Indemnifying Party and counsel for each Party will, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other Party and any counsel designated by that Party. In effecting the settlement or compromise of, or consenting to the entry of any judgment with respect to, any such claim, the Indemnifying Party, or the Indemnified Party, as the case may be, will act in good faith, will consult with the other Party and will enter into only such settlement or compromise or consent to the entry of any judgment as the other Party will consent, such consent not to be unreasonably withheld, conditioned or delayed. If an Indemnifying Party has failed or is failing to use reasonable efforts to defend such a claim, the Indemnified Party will have mutually agreed shall, at the Indemnifying Party’s expense, assume the defense of such claim, with counsel reasonably acceptable to the retention Indemnifying Party; provided, however, that the Indemnified Party shall not have the right to settle such claim without the consent of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnifying Party, which consent shall not be withheld unless the Indemnifying Party and notifies the Indemnified Party and representation in writing of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themIndemnifying Party’s commercially reasonable basis for withholding such consent. The An Indemnifying Party will not be liable for any settlement settlement, compromise or judgment not made in accordance with the preceding sentence; provided, however, that, notwithstanding anything to the contrary in this Section 15, no consent of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the settlement or compromise of any claim by the Indemnified Party will be necessary to the extent that the Indemnified Party provides the Indemnifying Party with an unqualified release from and against any loss or liability by reason in respect of such settlement or judgmentthird-party claim. A successor by law Without limiting the generality of the parties foregoing, with respect to this Agreement any Multi-Cause Action, HTI and DCC will be entitled consider reasonable cooperation with respect to the benefits defense of such action, which may include entering into joint defense or other similar arrangements. Additionally, nothing in Section 15(b) is intended to limit HTI’s right to assert a defense arising under the indemnification contained last sentence of Section 4(e), including as a cross claim in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementproceeding otherwise subject to Section 15(b).

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("“Indemnifying Party" ” for the purpose of this Section 8.36.3) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("“Indemnified Party" ” for the purpose of this Section 8.36.3) unless such Indemnified Party will 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 will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 noticeVI. 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 will 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 will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, 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: : (ai) the Indemnifying Party and the Indemnified Party will shall have mutually agreed to the retention of such counsel; or counsel or (bii) 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 will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will shall be entitled to the benefits of the indemnification contained in this Article VIIIVI. The indemnification provisions contained in this Article VIII will VI shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this If any Claim covered by Article VIII ("Indemnifying Party" for 15 is brought: 15.3.1 the purpose of this Section 8.3) will not be liable under indemnified Party shall promptly notify 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 will have notified the Indemnifying indemnifying Party in writing of such Claim, provided, however, the failure to provide such notice within a reasonable period of time after shall not relieve the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, its 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 indemnifying Party is damaged solely as a result of prejudiced by such failure to give such notice. In case any such action is brought against or delay; 15.3.2 the Indemnified Party, the Indemnifying indemnifying Party will be entitled to participateshall assume, at its own cost and expense, in the sole defense thereof. The Indemnifying of such Claim through counsel selected by the indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory and reasonably acceptable to the party named other Party, except that those indemnified may at their option and expense select and be represented by separate counsel; 15.3.3 the indemnifying Party shall maintain control of such defense and/or the settlement of such Claim; 15.3.4 the indemnified Party may, at its option and expense, participate in such defense, and if it so participates, the action. After notice from indemnifying Party and the Indemnifying indemnified Party shall cooperate with one another in such defense; 15.3.5 the indemnifying Party will have authority to consent to the Indemnified entry of any settlement or otherwise to dispose of such Claim (provided and only to the extent that an indemnified Party does not have to admit liability and such judgment does not involve equitable relief), and an indemnified Party may not consent to the entry of any judgment, enter into any settlement or otherwise to dispose of such Claim without the prior written consent of the Indemnifying Party's election indemnifying Party (not to assume be unreasonably withheld or delayed); and 15.3.6 the defense thereofindemnifying Party shall pay the full amount of any judgment, the Indemnified Party will bear the award or settlement with respect to such Claim and all other costs, 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed related to the retention of resolution thereof; provided, however, that such counsel; other costs, fees and expenses have been incurred or (b) agreed, as 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 case may be, by the same counsel would be inappropriate due to actual indemnifying Party in its defense or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementClaim.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("Indemnifying Party" for the purpose of this Section 8.36.3) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("Indemnified Party" for the purpose of this Section 8.36.3) unless such Indemnified Party will 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 will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 noticeVI. 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 will 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 will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, 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: : (ai) the Indemnifying Party and the Indemnified Party will shall have mutually agreed to the retention of such counsel; or counsel or (bii) 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 will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will shall be entitled to the benefits of the indemnification contained in this Article VIIIVI. The indemnification provisions contained in this Article VIII will VI shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for a) Promptly following receipt by an Indemnified Party of notice by a third party (including any Governmental Entity) of any complaint or the purpose commencement of this Section 8.3any audit, investigation, action or proceeding (in each case, a “Claim”) will 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 which such Indemnified Party will have notified may be entitled to receive payment from the other Party for any Purchaser Loss or any Seller Loss (as the case may be), such Indemnified Party shall notify the Purchaser or the Sellers, as the case may be (the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of notice of such Claim; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such Claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in writing within a reasonable time after the summons loss by the Indemnifying Party of (or other first legal process giving information limitations to) rights and defenses otherwise available to the Indemnifying Party or the Indemnified Party with respect to such Claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within ten days thereafter, to assume the defense of such Claim (which may be with a reservation of rights to deny liability under an indemnity), including the employment of counsel hired in consultation with the Indemnified Party (“Litigation Counsel”) and the payment of the nature fees and disbursements of such Litigation Counsel and other costs of such defense. In the claim will have been served upon event, however, that the Indemnifying Party declines or fails to assume the defense of such Claim provided above or to employ Litigation Counsel, in either case within such ten-day period, then such Indemnified Party may employ counsel hired in connection with the Indemnifying Party to represent or defend the Indemnified Party in any such Claim, and the Indemnifying Party shall promptly reimburse the Indemnified Party for all reasonable fees and disbursements of such counsel and other reasonable costs of such defense (which reimbursement obligation shall accrue from the first dollar of such costs as incurred by the Indemnified Party, and which, for the avoidance of doubt, shall not be subject to the prior satisfaction of the Purchaser Deductible). In any event, the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in connection with such Claim, unless Litigation Counsel determines that continued representation of the Indemnified Party is inappropriate due to a conflict of interest under applicable ethical rules resulting from its representation of both the Indemnifying Party and such Indemnified Party, in which case, the Indemnifying Party shall have the option of (i) appointing substitute counsel that does not believe it is subject to such a conflict of interest or after (ii) employing and paying the fees and disbursements of different counsel to represent such Indemnified Party. Notwithstanding the Indemnifying Party’s election to assume the defense of any third party will Claim, the Indemnified Party shall have received the right at its cost to employ separate counsel (including local counsel) to monitor (but not control) such defense. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use commercially reasonable efforts to keep the Indemnifying Party or Indemnified Party (as the case may be) reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. (b) No Indemnified Party may settle or compromise any Claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party fails to assume and maintain the defense of such Claim pursuant to Section 10.3(a), (ii) such settlement, compromise or consent does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnifying Party and (iii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party and its shareholders, partners, officers, directors, employees, agents, representatives and Affiliates from all liability arising out of such Claim. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent (x) includes an unconditional release of the Indemnified Party and its shareholders, partners, officers, directors, employees, agents, representatives and Affiliates from all liability arising out of such Claim, (y) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party and (z) does not contain any equitable order, judgment or term that in any material manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates. (c) In the event an Indemnified Party claims a right to payment pursuant hereto, such Indemnified Party shall send written notice of such service on Claim to the appropriate Indemnifying Party. Such notice shall specify the basis for such Claim. The failure by any designated agent), but failure Indemnified Party so to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which that it may have to the such Indemnified Party against whom such action is brought otherwise than on account with respect to any Claim made pursuant to this Section 10.3(c), it being understood that notices for Claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to Claims Period for such representation or warranty under Section 10.4. If the Indemnifying Party and agrees it is liable for such Indemnifying Party is damaged solely as a result Claim, it shall pay the amount 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 will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party liability to the Indemnified Party within 30 days, or, in the case of any notice in which the amount of the Indemnifying Party's election to assume Claim (or any portion of the defense thereofClaim) is estimated, within 30 days after such later date when the Indemnified Party will bear amount of such Claim (or such portion of such Claim) becomes finally determined. In the fees and expenses of any additional counsel retained by it, and event the Indemnifying Party will does not be liable respond to such party under this Agreement for any legal Claim or other expenses subsequently incurred by disputes its liability with respect to such party independently in connection with the defense thereof other than reasonable costs of investigationClaim, unless: (a) the Indemnifying such Indemnified Party and the Indemnified appropriate Indemnifying Party will have mutually agreed to shall, as promptly as possible, establish the retention merits and amount of such counsel; or (b) the named parties Claim by making good faith efforts to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties come to an agreement or, failing mutual agreement, by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason exercise of such settlement or judgment. A successor by law of the parties legal remedies as may be available, subject to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementSections 10.4, 10.5, 10.7 and 10.9.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding ("Indemnifying Party" for the purpose of this Section 8.3) will 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 ("an “Indemnified Party" for the purpose of this Section 8.3) unless Claim”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party will have notified in respect thereof, 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, that (a) the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure omission to so notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to the such Indemnified Party against whom such action is brought Person otherwise than on account of the indemnification 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 Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnified PartyIndemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participateparticipate therein, and, at its own expenseelection by providing written notice to such Indemnified Person, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the party named Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the actiondefense of such Indemnified Claims. After Upon receipt of notice from the Indemnifying Party to the such Indemnified Party Person of the Indemnifying Party's its election to so assume the defense thereof, of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Party will bear the fees and expenses of any additional counsel retained by itPerson, and the Indemnifying Party will shall not be liable to such party under this Agreement Indemnified Person for any legal or other expenses subsequently incurred by such party independently Indemnified Person in connection with the defense thereof or participation therein (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, unless: however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (ain addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party and the shall not have employed counsel reasonably acceptable to such Indemnified Party will have mutually agreed Person to the retention of represent such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnified Person within a reasonable time after the Indemnifying Party and has received notice of commencement of the Indemnified Party and representation of both parties by Claims from, or delivered on behalf of, the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffIndemnified Person, (iii) after the Indemnifying Party agrees to indemnify assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party from has failed or is failing to defend such claim and against any loss or liability by reason provides written notice of such settlement determination and the basis for such determination, and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, or judgment(iv) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. A successor by law Notwithstanding anything herein to the contrary, the Debtors shall have sole control over any Tax controversy or Tax audit and shall be permitted to settle any liability for Taxes of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementDebtors.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("“Indemnifying Party" ” for the purpose of this Section 8.36.4) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("“Indemnified Party" ” for the purpose of this Section 8.36.4) unless such Indemnified Party will 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 will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 noticeVI. 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 will 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 will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, 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: : (ai) the Indemnifying Party and the Indemnified Party will shall have mutually agreed to the retention of such counsel; or counsel or (bii) 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 will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will shall be entitled to the benefits of the indemnification contained in this Article VIIIVI. The indemnification provisions contained in this Article VIII will VI shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding ("Indemnifying Party" for the purpose of this Section 8.3) will 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 ("an “Indemnified Party" for the purpose of this Section 8.3) unless Claim”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party will have notified in respect thereof, 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, that (a) the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure omission to so notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to the such Indemnified Party against whom such action is brought Person otherwise than on account of the indemnification 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 Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnified PartyIndemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participateparticipate therein, and, at its own expenseelection by providing written notice to such Indemnified Person, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the party named Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the actiondefense of such Indemnified Claims. After Upon receipt of notice from the Indemnifying Party to the such Indemnified Party Person of the Indemnifying Party's its election to so assume the defense thereof, of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Party will bear the fees and expenses of any additional counsel retained by itPerson, and the Indemnifying Party will shall not be liable to such party under this Agreement Indemnified Person for any legal or other expenses subsequently incurred by such party independently Indemnified Person in connection with the defense thereof or participation therein (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, unless: however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (ain addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party and the shall not have employed counsel reasonably acceptable to such Indemnified Party will have mutually agreed Person to the retention of represent such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnified Person within a reasonable time after the Indemnifying Party and has received notice of commencement of the Indemnified Party and representation of both parties by Claims from, or delivered on behalf of, the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffIndemnified Person, (iii) after the Indemnifying Party agrees to indemnify assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party from has failed or is failing to defend such claim and against any loss or liability by reason provides written notice of such settlement determination and the basis for such determination, and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, or judgment. A successor by law (iv) the Indemnifying Party shall have authorized in writing the employment of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementcounsel for such Indemnified Person.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation or proceeding ("Indemnifying Party" for the purpose of this Section 8.3) will 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 ("an “Indemnified Party" for the purpose of this Section 8.3) unless Claim”), such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying Party will have notified in respect thereof, 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, that (a) the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure omission to so notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to the such Indemnified Party against whom such action is brought Person otherwise than on account of the indemnification 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 Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnified PartyIndemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participateparticipate therein, and, at its own expenseelection by providing written notice to such Indemnified Person, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the party named Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the actiondefense of such Indemnified Claims. After Upon receipt of notice from the Indemnifying Party to the such Indemnified Party Person of the Indemnifying Party's its election to so assume the defense thereof, of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Party will bear the fees and expenses of any additional counsel retained by itPerson, and the Indemnifying Party will shall not be liable to such party under this Agreement Indemnified Person for any legal or other expenses subsequently incurred by such party independently Indemnified Person in connection with the defense thereof or participation therein (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, unless: however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (ain addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party and the shall not have employed counsel reasonably acceptable to such Indemnified Party will have mutually agreed Person to the retention of represent such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnified Person within a reasonable time after the Indemnifying Party and has received notice of commencement of the Indemnified Party and representation of both parties by Claims from, or delivered on behalf of, the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffIndemnified Person, (iii) after the Indemnifying Party agrees to indemnify assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party from has failed or is failing to defend such claim and against any loss or liability by reason provides written notice of such settlement determination and the basis for such determination, and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, or judgment(iv) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. A successor by law Notwithstanding anything herein to the contrary, the Company and its Subsidiaries shall have sole control over any Tax controversy or Tax audit and shall be permitted to settle any liability for Taxes of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementCompany and its Subsidiaries.

Indemnification Procedure. Any The obligation of a party (the "INDEMNIFYING PARTY") to indemnify any person obligated to provide indemnification or entity (the "INDEMNIFIED PARTY") under this Article VIII ("Indemnifying Party" for Section 4.1 hereof is conditioned upon receiving from the purpose Indemnified Party written notice of this Section 8.3) will not be liable under the indemnification provisions assertion or institution of this Article VIII with respect a claim arising from or related to any claim made against liability set forth in Section 4.1 hereof (a party entitled to indemnification under this Article VIII ("Indemnified Party" for CLAIM") or of the purpose occurrence of this Section 8.3) unless such an event which the Indemnified Party will have notified reasonably believes could lead to the assertion of a Claim, specifying in reasonable detail the nature and amount of such Claim, promptly after the Indemnified Party becomes aware of such Claim or event; provided, however, that the failure of the Indemnifying Party in writing within to receive such notice on a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify timely basis shall relieve the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have its obligation to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except indemnify hereunder only if and to the extent that such failure is prejudicial to its ability to defend such Claim. Subject to the failure to notify results in the failure of actual notice to terms hereof, the Indemnifying Party shall have the absolute right, in its sole discretion and such Indemnifying Party is damaged solely as a result at its sole expense, to elect to defend, settle or otherwise protect against any Claim with legal counsel of failure its own selection reasonably satisfactory to give such notice. In case any such action is brought against the Indemnified Party, provided, however, that no Claim may be settled by the Indemnifying Party will without the consent of the Indemnified Party, which consent shall not be entitled unreasonably withheld. The Indemnified Party shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with of any Claim through 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 will bear its own and the fees and expenses of such counsel will be at the expense of such Indemnified Party unless (i) the Indemnifying Party specifically authorized the employment of such counsel and specifically agreed to pay such counsel's fees, (ii) based on the advice of counsel, there is a conflict of interest between the position of the Indemnifying Party on the one hand and the Indemnified Party on the other hand, or (iii) the Indemnifying Party fails to assume the defense or fails to contest such action in good faith, in any additional counsel retained by itwhich case, and if the Indemnified Party notifies the Indemnifying Party that it elects to employ separate counsel, the Indemnifying Party will not have the right to assume the defense of such Claim on behalf of the Indemnified Party and the reasonable fees and expenses of such separate counsel shall be liable borne by the Indemnifying Party. The Indemnified Party shall, and shall cause its affiliates to, at all times cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make (subject to such party under this Agreement for any legal assertion of attorney-client and other applicable privileges) its employees available or other expenses subsequently incurred by such party independently otherwise render reasonable assistance to the Indemnifying Party in connection with its defense of any Claim. Subject to the next sentence, if the Indemnified Party, without the prior consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed), makes any settlement with respect to any Claim, the Indemnifying Party shall be discharged from all obligations under Section 4.1 hereof with respect to such Claim. In the event the Indemnifying Party does not undertake the defense thereof other than reasonable costs against, settlement of investigationor protection against any Claim in accordance with this Section 4.2, unless: (a) the Indemnified Party shall have the right, but not the obligation, to defend, contest, assert cross claims or counterclaims or otherwise protect against the same, to make any compromise or settlement thereof, with the consent of the Indemnifying Party which shall not be unreasonably withheld or delayed, and to recover from the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both be indemnified 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 between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffentire cost thereof, the Indemnifying Party agrees to indemnify the Indemnified Party from including, without limitation, legal expenses, disbursements and against any loss or liability by reason all amounts paid as a result of such Claim or the compromise or settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementthereof.

Indemnification Procedure. Any person obligated Subject to provide clause 7.1, the Indemnified Party may elect to make a claim for indemnification (a “Claim”) for breaches of the Indemnifying Party’s warranties hereunder. All Claims by the Indemnified Party under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not Agreement shall 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 asserted and resolved as follows: 7.5.1 The Indemnified Party will have notified shall deliver a written notice notifying the Indemnifying Party in writing within a with reasonable time after the summons or other first legal process giving information promptness of such Claim and specifying the nature of and basis for such Claim, together with the claim will have been served upon such Indemnified Party amount thereof, or if not then reasonably ascertainable, the estimated amount thereof, determined in good faith (or after such party will have received notice of such service on any designated agenta “Claim Notice”), but failure to notify . 7.5.2 If the Indemnifying Party of any such claim will notifies the Indemnified Party that it does not relieve the Indemnifying Party from any dispute its liability which it may have to the Indemnified Party against whom with respect to such action is brought otherwise than on account of the indemnification provision of this Article VIIIClaim, except to the extent that the failure or fails to notify results in the failure of actual notice to Indemnified Party within fifteen (15) Business Days (the “Claim Maturity Date”) whether 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 disputes its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party liability to the Indemnified Party with respect to such third party Claim, the Losses in the amount specified the Claim Notice will be conclusively deemed a liability of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, hereunder and the Indemnifying Party will not be liable shall pay the amount of such Losses in the amount specified in the Claim Notice to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability with respect 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 investigationClaim, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed proceed in good faith to the retention negotiate a resolution of such counsel; or dispute, and if not resolved through negotiations within thirty (b30) Business Days after the named parties to any such proceeding (including any impleaded parties) include both date on which the Indemnifying Party and delivered notice to the Indemnified Party and representation of both parties that it disputes its liability with respect to such Claim, such dispute shall be resolved by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled arbitration in accordance with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementclause 20.2 hereof.

Indemnification Procedure. Any person obligated obligation to provide indemnification under this Article VIII shall be subject to the following terms and conditions: ("Indemnifying Party" for the purpose a) Upon receipt of this Section 8.3) will 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 will have notified Claim Notice, 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 will have been served shall, at its cost and expense and upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom within thirty (30) days of its receipt of such action is brought otherwise than on account Claim Notice (or any shorter time period as the circumstances may warrant), assume and control the defense, compromise, settlement and investigation of such Indemnity Claim, including the indemnification provision management of this Article VIIIany proceeding relating thereto, except and shall employ and engage counsel reasonably acceptable to the extent Indemnified Party; provided, however, that if there exists a material conflict of interest (other than one of a monetary nature) or if the failure Indemnified Party has been advised by counsel that there may be one or more legal or equitable defenses available to notify results in the failure of actual notice it that are different from or additional to those available 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 expensewhich, in either case, would make it inappropriate for the defense thereof. The Indemnifying Party also will be entitled same counsel 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include represent both the Indemnifying Party and the Indemnified Party, then the Indemnified Party shall be entitled to retain its own counsel at the cost and representation expense of both parties the Indemnifying Party (except that the Indemnifying Party shall not be obligated to pay the fees and expenses of more than one separate counsel, other than local counsel, for all Indemnified Parties, taken together). (b) The Indemnified Party may, at its own cost and expense, participate in the defense of such Indemnity Claim and agrees to cooperate with the Indemnifying Party in such efforts and make available to the Indemnifying Party all witnesses, records, materials and information in the Indemnified Party’s possession, under its control or to which it may have access as may be reasonably required by the same counsel would be inappropriate due to actual or potential differing interests between themIndemnifying Party. The Indemnifying Party will not be liable for any settlement keep the Indemnified Party reasonably informed of the progress of the defense of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment Indemnity Claim. If the Indemnifying Party fails to so assume the defense and investigation of any such Indemnity Claim, (i) the Indemnified Party shall have the right to undertake the defense, compromise, settlement and investigation of such Indemnity Claim on behalf of, and at the cost and expense of and for the plaintiffaccount and risk of the Indemnifying Party, (ii) the Indemnifying Party agrees to indemnify cooperate with the Indemnified Party from in such efforts and against any loss or liability by reason of such settlement or judgment. A successor by law (iii) the Indemnified Party will keep the Indemnifying Party reasonably informed of the parties to this Agreement will be entitled to the benefits progress of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive defense of any termination of this Agreementsuch Indemnity Claim.

Indemnification Procedure. Any person obligated to provide (a) No Indemnified Party may seek indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will 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) 9, unless such Indemnified Party will shall have notified first delivered written notice to the Seller or the Purchaser, as the case may be (for purposes of this Article 9, the “Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information Party”) of the nature of facts and circumstances (set forth in reasonable detail) giving rise to the claim will have been served upon within the applicable survival period for such claim as set forth in Section 9.1 or Section 9.2, as applicable. (b) If any Claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article 9 (or after such party will have received notice of such service on any designated agenta “Third Party Claim”), but failure to the Indemnified Party shall promptly notify the Indemnifying Party of any such claim will not relieve Third Party Claim in writing, specifying the basis of such Third Party Claim and the facts pertaining thereto, and the Indemnifying Party, if the Indemnifying Party from any liability which it so elects, may have assume and control the defense thereof at the Indemnifying Party’s expense (and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party against whom is permitted to assume and control the defense of a Third Party Claim and elects to do so, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action is brought otherwise than on account and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the indemnification provision Indemnified Party unless (A) the Indemnifying Party has specifically agreed in writing otherwise, (B) the Indemnified Party has been advised by outside counsel that a reasonable likelihood exists of this Article VIII, except to the extent that the failure to notify results in the failure a material conflict of actual notice to interest between the Indemnifying Party and such the Indemnified Party, or (C) the Indemnifying Party has failed to assume the defense and employ counsel; in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party. If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnifying Party may not enter into a settlement or consent to any judgment without the prior written consent of the Indemnified Party unless (i) such settlement or judgment involves monetary damages only, all of which will be paid (subject to the limitations of this Article 9) by the Indemnifying Party and there is damaged solely no admission of fault or culpability on behalf of any Indemnified Party, and (ii) a term of the settlement or judgment is that the Person or Persons asserting such Third Party Claim unconditionally and irrevocably release all Indemnified Parties from all liability with respect to such Third Party Claim; otherwise, the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any Third Party Claim. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article 9 shall not affect the rights or obligations of any Party hereunder except and only to the extent that, as a result of such failure, any Party entitled to receive such notice was directly and materially damaged as a result of such failure to give such timely notice. In case If the Indemnifying Party does not assume and/or is not controlling the defense of a Third Party Claim for any reason, the Indemnifying Party shall have the right to employ counsel separate from counsel employed by the Indemnified Party in any such action is brought and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnifying Party shall be at the expense of the Indemnifying Party. The Indemnified Party may not enter into a settlement or consent to any judgment of any Third Party Claim without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, delayed or conditioned). (c) Any claim by an Indemnified Party for indemnification other than indemnification against a Third Party Claim will be asserted by giving the Indemnified PartyIndemnifying Party written notice thereof, and the Indemnifying Party will have a period of sixty (60) calendar days within which to respond to such claims. If the Indemnifying Party does not so respond within such sixty (60) calendar day period, the Indemnifying Party will be entitled deemed to participate, at its own expense, in the defense thereof. The Indemnifying Party also will 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 will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to have accepted 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementclaim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated (a) Except as may be otherwise provided pursuant to provide Section 6 hereof, any party entitled to indemnification under this Article VIII hereunder (each, an "Indemnified Party") shall, with respect to claims asserted against any such Indemnified Party by any third party (a "Third-Party Claim"), give written notice to the party against whom indemnification is sought (the "Indemnifying Party" ") of any liability which might give rise to a claim for indemnity hereunder within thirty (30) days of the purpose receipt of this Section 8.3any written claim or notice from any such third party, but no later than twenty (20) will not days prior to the date any answer, responsive pleading or other response may be liable under the indemnification provisions of this Article VIII due with respect thereto, and with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" other matter for the purpose of this Section 8.3) unless such which any Indemnified Party will have notified may seek indemnification hereunder, 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 will have been served upon such Indemnified Party (or after such party will have received shall give prompt written notice of such service on any designated agent), but failure to notify the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however that any failure to give such claim notice will not relieve release the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, its obligations hereunder except to the extent that the failure to notify results in the failure rights of actual notice to the Indemnifying Party and such are materially prejudiced thereby. (b) Except with respect to claims governed by Section 6 hereof which shall be governed by the provisions thereof, the Indemnifying Party is damaged solely as a result Party, upon receipt of failure to give such notice. In case any , shall be entitled to participate in or, at the Indemnifying Party's option, assume at its own expense the defense, appeal or settlement of such action is brought against Third-Party Claim with respect to which such indemnity has been invoked with counsel of its own choosing (who shall be reasonably satisfactory to the Indemnified Party); provided, however, that if the Indemnifying Party will assumes the defense, appeal or settlement of such Third-Party Claim, (i) the Indemnified Party shall be entitled to participate, at its own expense, employ one counsel to represent itself if an actual conflict of interest exists in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with opinion of 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 will 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: (a) between the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention in respect of such counsel; or (b) Third-Party Claim and in that event and only in that event the named parties to any reasonable fees and expenses of such proceeding (including any impleaded parties) include both counsel shall be paid by the Indemnifying Party (it being understood that all Indemnified Parties may employ not more than one counsel to represent them at the expense of the Indemnifying Party) and (ii) the Indemnified Party shall nevertheless be entitled to participate in (but not direct) the defense thereof with counsel of its own choice and, subject to clause (i) above, at its own expense. Any Indemnified Party is hereby authorized prior to the date on which it receives written notice from the Indemnifying Party that it intends to assume the defense, appeal or settlement of such Third-Party Claim, to file any motion, answer or other pleading and take such other action which it shall reasonably deem necessary to protect its interest or that of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. (c) No claim or demand may be settled by the Indemnified Party without the consent of the Indemnifying Party, which consent shall not be unreasonably delayed or withheld. Unless the claim or demand seeks only dollar damages (all of which are to be paid by the Indemnifying Party), no such claim or demand may be settled by the Indemnifying Party without the consent of the Indemnified Party, which consent shall not be unreasonably delayed or withheld. (d) The parties agree to cooperate in defending such Third-Party Claims and the Indemnified Party shall provide such cooperation and representation of both parties by the same counsel would be inappropriate due such access to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffbooks, records and properties as the Indemnifying Party agrees may reasonably request with respect to indemnify any matter for which indemnification is sought hereunder, and the parties hereto agree to cooperate with each other in order to insure the proper and adequate defense thereof. (e) With regard to Third-Party Claims for which indemnification is payable hereunder, indemnification shall be paid by the Indemnifying Party within five (5) business days following the earlier to occur of: (i) entry of a final non-appealable judgment by a court of competent jurisdiction or arbitration panel against an Indemnified Party which has not been stayed pending appeal; or (ii) a settlement of the claim, in accordance with the terms of such settlement. With regard to any claim for Taxes subject to Section 6 hereof, indemnification shall be paid by the SAC Indemnitees within five (5) business days following receipt by SAC of written notice from Veritas stating that any amount subject to indemnification under such Section 6 has been paid by Veritas and the amount thereof and the indemnity payment requested. With regard to any other claim for which indemnification is payable hereunder, indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party from and against but in any loss or liability by reason of event within thirty (30) business days following any such settlement or judgment. A successor by law demand, provided that any such demand shall include a reasonably detailed description of the parties claims giving rise to such demand. (f) The Indemnifying Parties agree to reimburse the Indemnified Parties for any indemnifiable Losses under the provisions of this Agreement will be as such Losses are incurred, provided, however, that if it is finally determined that any Indemnified Party was not entitled to any amount paid as indemnity with respect to such Losses, such Indemnified Party shall promptly refund all amounts to which such Indemnified Party was not entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementIndemnifying Parties that paid such amounts.

Indemnification Procedure. Any person obligated When seeking indemnity under Section 9.1 or 9.2 hereof, each Party (the “Indemnified Party”) shall give notice to provide indemnification under this Article VIII the other Party ("the “Indemnifying Party" for the purpose of this Section 8.3”) will 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 promptly after such Indemnified Party will have notified has actual knowledge of any threatened or asserted Third Party claim as to which indemnity may be sought, and shall permit the Indemnifying Party in writing within a reasonable time after to assume the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party defense of any such claim will not relieve or any litigation resulting therefrom; provided that: (a) the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will be entitled to so assume the defense thereof, with counsel satisfactory to the party named in the action. After of any such claim or any litigation resulting therefrom only if it shall give notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election ’s decision to so assume such defense within thirty (30) Days after the defense thereof, date of the notice from the Indemnified Party will bear of the fees Third Party claim as to which indemnity is sought and expenses of acknowledges in writing to the Indemnified Party that 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 Losses in connection with such claim or any litigation resulting therefrom are Losses for which the Indemnified Party shall be entitled to indemnification pursuant to this Agreement; (b) counsel for the Indemnifying Party, who shall conduct the defense thereof other than reasonable costs of investigationsuch claim or any litigation resulting therefrom (if such defense is assumed by the Indemnifying Party), unless: shall be approved by the Indemnified Party (awhose approval shall not be unreasonably withheld) and the Indemnified Party may participate in such defense with the Indemnified Party’s own counsel at the Indemnified Party’s own expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party will have mutually agreed to in the retention defense of such counselaction; or (biii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party shall have failed to assume the defense as provided herein, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); (c) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in prejudice to the Indemnifying Party; (d) no Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party, which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation; (e) each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom; and (f) if the Indemnifying Party assumes the defense of the Third Party claim or litigation, the Indemnified Party and representation shall not settle or agree to a judgment with respect to such claim or litigation without the consent of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will 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) will 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 if such Indemnified Party will have notified has failed to notify in writing the Indemnifying Party in writing within a reasonable time after the summons accordance with its obligations under Sections 8.1(c), 8.2(c) or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent8.3(d), as applicable, but failure to notify the Indemnifying Party of or any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII V ("Indemnifying Party" for the purpose of this Section 8.35.4) will not be liable under the indemnification provisions of this Article VIII V with respect to any claim made against a party entitled to indemnification under this Article VIII V ("Indemnified Party" for the purpose of this Section 8.35.4) unless such Indemnified Party will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIV, 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 will be entitled to assume the defense thereof, with counsel reasonably 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. V. The indemnification provisions contained in this Article VIII V will 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) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.party

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the 2007-04-FIVIT 16 Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide If a Buyer Indemnified Party or a Seller Indemnified Party seeks indemnification under this Article VIII IX, such party ("the “Indemnified Party”) shall give reasonably prompt written notice to the other party (the “Indemnifying Party" for ”) of the purpose of this Section 8.3) will not facts and circumstances giving rise to the claim. If any suit, action, claim or Liability shall be liable under brought or asserted by any third party which, if adversely determined, would entitle the indemnification provisions of Indemnified Party to indemnity pursuant to this Article VIII with respect IX, the Indemnifying Party may, if it so elects by written notice to any the Indemnified Party given within fifteen (15) days of the Indemnifying Party’s receipt of the notice of commencement thereof (which written notice shall include an acknowledgement that such claim made against a party entitled to indemnification is one for which the Indemnifying Party is responsible under this Article VIII IX), assume and control the defense thereof ("and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all necessary expenses; provided that, the Indemnifying Party shall not have the right to assume control of such defense if the claim as to which the Indemnifying Party seeks to assume control involves or relates to: (a) a claim for non-monetary relief; (b) criminal or quasi-criminal allegations; (c) a claim asserted by or on behalf of a customer, supplier or borrower of the Indemnified Party or its Affiliates and the loss of the commercial relationship with such customer, supplier or borrower, in the reasonable judgment of the Indemnified Party" for , would be materially adverse to the purpose Indemnified Party; or (d) a proceeding in which the Indemnifying Party is also a named party and the interests of this Section 8.3) unless such the Indemnifying Party would reasonably be expected to conflict with the interests of the Indemnified Party. In the event that the Indemnified Party will has the right to retain exclusive control of the defense of such claim due to a failure of the Indemnifying Party to satisfy any of the requirements set forth above, the Indemnified Party shall use good faith efforts, consistent with prudent business judgment, to defend such claim. If the Indemnifying Party is permitted to assume and control the defense and elects to do so, the Indemnified Party shall have notified the right to employ counsel separate from counsel employed by 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 and to participate, at its own expense, participate in the defense thereof. The Indemnifying Party also will 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 will bear but the fees and expenses of any additional such counsel retained employed by it, and the Indemnified Party shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred in writing; (ii) the Indemnifying Party has been advised by such party independently in connection with the defense thereof other than counsel that a reasonable costs likelihood exists of investigation, unless: (a) a conflict of interest between the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counselParty; or (biii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party has failed to assume the defense and employ counsel; in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party. Any settlement or compromise made or caused to be made by the Indemnified Party and representation or the Indemnifying Party, as the case may be, of both parties by any such claim, suit, action or proceeding of the same counsel would be inappropriate due kind referred to actual or potential differing interests between them. The Indemnifying Party will in this Section 9.3 shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify binding upon the Indemnified Party from and against any loss or liability by reason of such settlement the Indemnifying Party, as the case may be, without its prior written consent, which consent shall not be unreasonably withheld, conditioned or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementdelayed.

Indemnification Procedure. Any person obligated (a) As used in this Section 7.3, the term “Indemnifying Party” refers to provide the Penn Virginia Parties, jointly and severally, in the case of any indemnification obligation arising under Section 7.1, and to PVG, in the case of any indemnification obligation arising under Section 7.2; and the term “Indemnified Party” refers to PVG, in the case of any indemnification obligation arising under Section 7.1, and to the Penn Virginia Parties, in the case of any indemnification obligation arising under Section 7.2. (b) The Indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification under this Article VIII ("VII, it will provide notice thereof in writing to the Indemnifying Party" , specifying the nature of and specific basis for such claim. (c) The Indemnifying Party shall have the purpose right to control, at its sole cost and expense, all aspects of this Section 8.3) will not be liable under the indemnification provisions defense of this Article VIII (and any counterclaims with respect to to) any claim made claims brought against a party entitled to the Indemnified Party that are covered by the indemnification under this Article VIII ("Indemnified Party" for VII, including, without limitation, the purpose selection of this Section 8.3) unless counsel, determination of whether to appeal any decision of any Governmental Authority and the settling of any such Indemnified Party will have notified matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information consent of the nature of the claim will have been served upon such Indemnified Party (which consent shall not be unreasonably withheld) unless it includes a full release of the Indemnified Party from such matter or after such party will have received notice issues, as the case may be. (d) The Indemnified Party agrees to cooperate fully with the Indemnifying Party, with respect to (i) its pursuit of such service on insurance coverage or recoveries with respect to the claims covered by the indemnification under this Article VII and (ii) all aspects of the defense of any designated agent)claims covered by the indemnification under this Article VII, but failure including, without limitation, the prompt furnishing to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to correspondence or other notice relating thereto that the Indemnified Party against whom such action is brought otherwise than on account may receive, permitting the name of the indemnification provision of this Article VIIIIndemnified Party to be utilized in connection with such defense, except to the extent that the failure to notify results in the failure of actual notice making available to the Indemnifying Party and such of any files, records or other information of the Indemnified Party that the Indemnifying Party is damaged solely as a result considers relevant to such defense and the making available to the Indemnifying Party of failure to give such notice. In case any such action is brought against employees of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party will agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the Indemnified Party pursuant to this Section 7.3. 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 entitled construed as imposing upon the Indemnified Party an obligation to participatehire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article VII provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in the defense thereofconnection with any such defense. The Indemnifying Party also will be entitled agrees to assume keep any such counsel hired by the defense thereof, with counsel satisfactory Indemnified Party informed as to the party named in the action. After notice from status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. (e) The date on which written notification of a claim for indemnification is received by the Indemnifying Party shall determine whether such claim is timely made within the limitations specified in Section 7.1. No claim for indemnification pursuant to Section 7.1(a) shall be brought or made unless, prior to thirty (30) days after the actual knowledge by the Indemnified Party of the Indemnifying Party's election to assume the defense thereofLosses set forth in Section 7.1(a), the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and shall have delivered to the Indemnifying Party will not be liable a good faith written notice 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: (a) the Indemnifying Party and effect that the Indemnified Party will have mutually agreed has incurred Losses entitled to be indemnified against under Section 7.1(a), which notice specifies in reasonable detail the retention amount of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party Losses and the Indemnified Party nature and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason basis of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementclaim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII VII ("“Indemnifying Party" ” for the purpose of this Section 8.37.4) will not be liable under the indemnification provisions of this Article VIII VII with respect to any claim made against a party entitled to indemnification under this Article VIII VII ("“Indemnified Party" ” for the purpose of this Section 8.37.4) unless such Indemnified Party will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIVII, 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIIIVII. The indemnification provisions contained in this Article VIII VII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide Whenever a claim arises for indemnification under this Article VIII ("Indemnifying Party" for Section 15, the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Person entitled to indemnification under this Article VIII ("the “Indemnified Party" ”) will promptly notify the Party from which indemnification is sought (the “Indemnifying Party”) of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the purpose event of this Section 8.3) unless such any claim for indemnification hereunder resulting from or in connection with any claim by a third party, the Indemnified Party will have notified give such notice thereof to the Indemnifying Party not later than *** Days prior to the time any response to the asserted claim is required, if possible, and in writing any event within a reasonable time after the summons or other first legal process giving information *** Days following receipt of the nature of the claim will have been served upon such Indemnified Party notice thereof (or after such party will have received notice of such service on any designated agent), but provided that failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from of any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIParty, except to the extent that the failure to notify results in the failure Indemnifying Party has been actually prejudiced by such failure). Following receipt of actual notice to of a claim by a third party, and provided that the Indemnifying Party and has not failed or is not failing to use reasonable efforts to defend 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 Partyclaim, the Indemnifying Party will be entitled to participatehave the option, at its own cost and expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with of such matter and to retain 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 will bear the fees and expenses of defend any additional counsel retained by itsuch claim, and the Indemnifying Party will not be liable to such party under this Agreement the Indemnified Party for any legal fees of other counsel or any other expenses subsequently incurred by such party independently in connection (except as expressly provided to the contrary herein) with respect to the defense thereof of such claim or litigation, other than reasonable costs fees and expenses of investigation, unless: counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party will have the option of joining the defense of such claim (awhich will be at the sole cost and expense of the Indemnified Party) with counsel not reasonably objected to by the Indemnifying Party and counsel for each Party will, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other Party and any counsel designated by that Party. In effecting the settlement or compromise of, or consenting to the entry of any judgment with respect to, any such claim, the Indemnifying Party, or the Indemnified Party, as the case may be, will act in good faith, will consult with the other Party and will enter into only such settlement or compromise or consent to the entry of any judgment as the other Party will consent, such consent not to be unreasonably withheld, conditioned or delayed. If an Indemnifying Party has failed or is failing to use reasonable efforts to defend such a claim, the Indemnified Party will have mutually agreed may, at the Indemnifying Party’s expense, assume the defense of such claim, with counsel reasonably acceptable to the retention Indemnifying Party; provided, however, that the Indemnified Party shall not have the right to settle such claim without the consent of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnifying Party, which consent shall not be withheld unless the Indemnifying Party and notifies the Indemnified Party and representation in writing of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themIndemnifying Party’s commercially reasonable basis for withholding such consent. The An Indemnifying Party will not be liable for any settlement, compromise or judgment not made in accordance with the preceding sentence; provided, however, that, notwithstanding anything to the contrary in this Section 15, no consent of the Indemnifying Party to the settlement or compromise of any claim by the Indemnified Party will be necessary to the extent that the Indemnified Party provides the Indemnifying Party with an unqualified release from liability in respect of such third-party claim. Without limiting the generality of the foregoing, with respect to any Multiple-Cause Action, HTI and MBUSA shall reasonably cooperate with respect to the defense of such action, which may include entering into joint defense or other similar arrangements. Additionally, nothing in Section 15(b) is intended to limit HTI’s right to assert a defense arising under Section 4(e) (regarding damages caused by errors or omissions in the specifications and requirements set forth in Exhibit G), including as a cross claim in any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for otherwise subject to Section 15(b). For the plaintiffavoidance of doubt, the Indemnifying Party agrees Party’s obligations under this Section 15 shall include, without limitation, the obligation to indemnify compensate 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementfor ***.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("Indemnifying Party" Section 2.8 of notice of the commencement of any action, the indemnified party will, if a claim is to be made against an indemnifying party under this Section 2.8, notify the indemnifying party in writing of the commencement thereof and generally summarize the action. The indemnifying party will have the right to participate in and to assume the defense of that claim; provided, however, that the indemnifying party will be entitled to select counsel for the purpose defense of this Section 8.3) the claim with the approval of any parties entitled to indemnification, which approval will not be liable unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Investor in conducting the defense of the Proceeding by reason of recognized claims for indemnity under this Section 2.8, then the indemnification party who did not select counsel pursuant to the above provisions of this Article VIII with respect to any claim made against a party will be entitled to indemnification under this Article VIII ("Indemnified Party" for select its own separate counsel to participate, but not control the purpose of this Section 8.3) unless such Indemnified Party will 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 will have been served upon such Indemnified Party (or after such party will have received notice defense of such service on any designated agentclaim(s), but and the indemnifying party agrees to cooperate in good faith with such separate counsel and take into account in good faith the input of such separate counsel in light of such conflicts. The failure to notify an indemnifying party promptly of the Indemnifying Party commencement of any such claim action, if prejudicial to the ability of the indemnifying party to defend the action, will relieve the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 2.8, but the omission to notify the indemnifying party will not relieve the Indemnifying Party from party of any liability which it that the party may have to the Indemnified Party against whom such action is brought any indemnified party otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementSection 2.8.

Indemnification Procedure. Any person obligated to provide indemnification Promptly after receipt by an indemnified party under this Article VIII ("Indemnifying Party" for SECTION 2.7 of notice of the purpose commencement of this Section 8.3) will 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 an indemnifying party entitled to indemnification under this Article VIII ("Indemnified Party" for SECTION 2.7, notify the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon commencement thereof and generally summarize such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 thereofaction. The Indemnifying Party also will be entitled indemnifying party shall have the right to participate in and to assume the defense thereofof such claim; PROVIDED, HOWEVER, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; PROVIDED, FURTHER, that if any party reasonably determines that there may be a conflict between the position of the Company and the Investors in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this SECTION 2.7, then counsel satisfactory for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party named in promptly of the commencement of any such action. After notice from the Indemnifying Party , if prejudicial to the Indemnified Party ability of the Indemnifying Party's election indemnifying party to assume defend such action, shall relieve such indemnifying party, to the defense thereofextent so prejudiced, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and liability to the Indemnifying Party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by SECTION 2.7, but the omission so to notify the indemnifying party will not relieve such party independently in connection with the defense thereof of any liability that such party may have to any indemnified party otherwise other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 under this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementSECTION 2.7.

Indemnification Procedure. Any person obligated (a) Promptly after receipt by a Buyer Indemnified Party or a Seller Indemnified Party (and any other Seller Subject Parties) (hereinafter collectively referred to provide indemnification under this Article VIII as an “Indemnified Party”) of notice by a third party ("Indemnifying Party" for including any Governmental Authority) of any Actions or the purpose commencement of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII any audit 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 which such Indemnified Party will have notified may be entitled to receive payment hereunder for any Buyer Losses or any Seller Losses (as the case may be), Buyer or Seller, as applicable, shall notify Buyer or Seller, as the case may be (in such capacity, Buyer or Seller are hereinafter referred to as an “Indemnifying Party”), of such Action; provided, however, that the failure to so notify the Indemnifying Party in writing within will relieve the Indemnifying Party from liability under this Agreement with respect to such Action or audit only if, and only to the extent that, the defense of such Actions is prejudiced as a reasonable time after the summons or other first legal process giving information result of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Party. The Indemnifying Party from any liability which it may will have the right, at its sole expense, upon written notice delivered to the Indemnified Party against whom within fifteen (15) calendar days after receiving such action is brought otherwise than on account notice, to assume the defense of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to such Action with counsel selected by the Indemnifying Party and such reasonably satisfactory to the Indemnified Party. In the event, however, that the Indemnifying Party is damaged solely as a result declines or fails to (1) assume the defense of failure the Action on the terms provided above or (2) employ counsel reasonably satisfactory to give such notice. In case any such action is brought against the Indemnified Party, in any case within such fifteen (15) day period, then such Indemnified Party may employ counsel to represent or defend it in any such Action and the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory (subject to the party named in other terms and provisions of this Agreement) pay 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 will bear the reasonable fees and expenses disbursements of any additional such counsel retained by itas incurred; provided, and however, that the Indemnifying Party will not be liable required to such party under this Agreement pay the fees and disbursements of more than one counsel for all Indemnified Parties in any legal or other expenses subsequently incurred by such party independently jurisdiction in any single Action. For avoidance of doubt, the fees and disbursements of counsel of any Buyer Indemnified Party in connection with a Buyer Loss shall be satisfied solely by receiving from the Escrow Agent a portion of the General Escrow Amount in an amount equal to such fees and disbursements. In any Action with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense thereof of such Action, will have the right to participate in such matter and to retain its own counsel at such Party’s own expense. The Indemnifying Party or the Indemnified Party, as the case may be, will at all times use all commercially reasonable efforts to (i) diligently conduct the defense of any Action for which they are maintaining the defense and (ii) keep the Indemnified Party or the Indemnifying Party, as the case may be, reasonably apprised of the status of the defense of any Action the defense of which they are maintaining and to cooperate in good faith with each other than reasonable costs with respect to the defense of investigationany such Action. (b) No Indemnified Party may settle or compromise any Claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless: unless (aA) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such Claim, (B) does not contain any admission or statement of any wrongdoing or liability on behalf of the Indemnifying Party and (C) does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Indemnifying Party or any of the Indemnifying Party’s Affiliates. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (i) such settlement, compromise or consent includes an unconditional release of the Indemnified Party will have mutually agreed to the retention from all liability arising out of such counsel; Claim, (ii) does not contain any admission or (b) the named parties to statement of any such proceeding (including any impleaded parties) include both the Indemnifying Party and wrongdoing or liability on behalf of the Indemnified Party and representation (iii) does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of both parties the Indemnified Party or any of the Indemnified Party’s Affiliates. (c) A Claim for indemnification by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying an Indemnified Party will not be liable for any settlement of any proceeding effected without its matter not involving an Action by a third party may be asserted by written consent but if settled with such consent notice from Buyer or if there is a final judgment for the plaintiffSeller, as applicable, to the Indemnifying Party agrees to indemnify from whom indemnification is sought. Such notice will specify with reasonable specificity the Indemnified Party from and against any loss or liability by reason of basis for such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementClaim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII V ("Indemnifying Party" for the purpose of this Section 8.35.4) will not be liable under the indemnification provisions of this Article VIII V with respect to any claim made against a party entitled to indemnification under this Article VIII V ("Indemnified Party" for the purpose of this Section 8.35.4) unless such Indemnified Party will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIV, 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. V. The indemnification provisions contained in this Article VIII V will survive any termination of this Agreement.

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("Indemnifying PartyINDEMNIFYING PARTY" for the purpose of this Section 8.36.4) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified PartyVI("INDEMNIFIED PARTY" for the purpose of this Section 8.36.4) unless such Indemnified Party will 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 will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 noticeVI. 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 will 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 will shall bear the fees and expenses of any additional counsel retained by itthe Indemnified Party, 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: : (ai) the Indemnifying Party and the Indemnified Party will shall have mutually agreed to the retention of such counsel; or counsel or (bii) 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 will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will shall be entitled to the benefits of the indemnification contained in this Article VIIIVI. The indemnification provisions contained in this Article VIII will VI shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII V ("Indemnifying Party" for the purpose of this Section 8.35.3) will not be liable under the indemnification provisions of this Article VIII V with respect to any claim made against a party entitled to indemnification under this Article VIII V ("Indemnified Party" for the purpose of this Section 8.35.3) unless such Indemnified Party will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIV, 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 win be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, thereto 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. V. The indemnification provisions contained in this Article VIII V will 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" Paragraph 8 of Exhibit A of notice of the commencement of any action, the indemnified party will, if a claim is to be made against an indemnifying party under this Paragraph 8 of Exhibit A, notify the indemnifying party in writing of the commencement thereof and generally summarize the action. The indemnifying party will have the right to participate in and to assume the defense of that claim; provided, however, that the indemnifying party will be entitled to select counsel for the purpose defense of this Section 8.3) the claim with the approval of any parties entitled to indemnification, which approval will not be liable unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and HSH in conducting the defense of the proceeding by reason of recognized claims for indemnity under this Paragraph 8 of Exhibit A, then the indemnification party who did not select counsel pursuant to the above provisions of this Article VIII with respect to any claim made against a party will be entitled to indemnification under this Article VIII ("Indemnified Party" for select its own separate counsel to participate, but not control the purpose of this Section 8.3) unless such Indemnified Party will 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 will have been served upon such Indemnified Party (or after such party will have received notice defense of such service on any designated agentclaim(s), but and the indemnifying party agrees to cooperate in good faith with such separate counsel and take into account in good faith the input of such separate counsel in light of such conflicts. The failure to notify an indemnifying party promptly of the Indemnifying Party commencement of any such claim action, if prejudicial to the ability of the indemnifying party to defend the action, will relieve the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Paragraph 8 of Exhibit A, but the omission to notify the indemnifying party will not relieve the Indemnifying Party from party of any liability which it that the party may have to the Indemnified Party against whom such action is brought any indemnified party otherwise than on account of the indemnification 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 will 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 will 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 Paragraph 8 of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.Exhibit A.

Indemnification Procedure. Any person obligated obligation to provide indemnification under this Article VIII shall be subject to the following terms and conditions: ("Indemnifying Party" for the purpose i) Upon receipt of this Section 8.3) will 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 will have notified Claim Notice, 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 will have been served shall, at its cost and expense and upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom within thirty (30) days of its receipt of such action is brought otherwise than on account Claim Notice (or any shorter time period as the circumstances may warrant), assume and control the defense, compromise, settlement and investigation of such Indemnity Claim, including the indemnification provision management of this Article VIIIany proceeding relating thereto, except and shall employ and engage counsel reasonably acceptable to the extent Indemnified Party; provided, however, that if there exists a material conflict of interest (other than one of a monetary nature) or if the failure Indemnified Party has been advised by counsel that there may be one or more legal or equitable defenses available to notify results in the failure of actual notice it that are different from or additional to those available 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 expensewhich, in either case, would make it inappropriate for the defense thereof. The Indemnifying Party also will be entitled same counsel 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include represent both the Indemnifying Party and the Indemnified Party, then the Indemnified Party shall be entitled to retain its own counsel at the cost and representation expense of both parties the Indemnifying Party (except that the Indemnifying Party shall not be obligated to pay the fees and expenses of more than one separate counsel, other than local counsel, for all Indemnified Parties, taken together). (ii) The Indemnified Party may, at its own cost and expense, participate in the defense of such Indemnity Claim and agrees to cooperate with the Indemnifying Party in such efforts and make available to the Indemnifying Party all witnesses, records, materials and information in the Indemnified Party’s possession, under its control or to which it may have access as may be reasonably required by the same counsel would be inappropriate due to actual or potential differing interests between themIndemnifying Party. The Indemnifying Party will not be liable for any settlement keep the Indemnified Party reasonably informed of the progress of the defense of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment Indemnity Claim. If the Indemnifying Party fails to so assume the defense and investigation of any such Indemnity Claim, (x) the Indemnified Party shall have the right to undertake the defense, compromise, settlement and investigation of such Indemnity Claim on behalf of, and at the cost and expense of and for the plaintiffaccount and risk of the Indemnifying Party, (y) the Indemnifying Party agrees to indemnify cooperate with the Indemnified Party from in such efforts and against any loss or liability by reason of such settlement or judgment. A successor by law (z) the Indemnified Party will keep the Indemnifying Party reasonably informed of the parties to this Agreement will be entitled to the benefits progress of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive defense of any termination of this Agreementsuch Indemnity Claim.

Indemnification Procedure. Any person obligated If any claim is commenced against the RHIO (the “Indemnified Party”), prompt notice thereof shall be given by the Indemnified Party to provide indemnification under this Article VIII the Participant ("the “Indemnifying Party" ”). The parties shall agree upon the party who will be responsible for the purpose defense of this Section 8.3) such claim; provided, however, that if the parties cannot agree upon the party who will 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" responsible for the purpose of this Section 8.3) unless such Indemnified Party will 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 will have been served upon such Indemnified Party (or after such party will have received notice defense of such service on any designated agent), but failure to notify claim within 15 days after receipt by the Indemnifying Party of any such claim will not relieve notice, (1) the Indemnifying Party from any liability which it may have shall immediately take control of the defense of such claim and shall engage attorneys acceptable to the Indemnified Party against whom (which acceptance shall not be unreasonably withheld) to defend such action is brought otherwise than on account of claim; and (2) the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to Indemnified Party shall cooperate with the Indemnifying Party (and its attorneys) in the defense of such claim. The Indemnified Party may, at its own cost and expense, participate (through its attorneys or otherwise) in such defense. If the Indemnifying Party is damaged solely does not assume control over the defense of a claim as a result of failure to give such notice. In case any such action is brought against provided in this Section 14.3, the Indemnified Party may defend the claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party. If the Indemnifying Party assumes control over the defense of a claim as provided in this Section 14.3, the Indemnifying Party will be entitled to participate, at its own expense, in may not settle such claim without the defense thereof. The Indemnifying Party also will be entitled to assume 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 if the settlement provides for relief other than the payment of monetary damages or for the Indemnifying Party's election to assume the defense thereof, payment of monetary damages for which the Indemnified Party will 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 indemnified in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 full pursuant to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementXIV.

Indemnification Procedure. Any person obligated (a) As a condition precedent to provide a claim under this Article 10, a party seeking indemnification hereunder (the "Indemnified Party") will promptly give to the party from whom indemnity is sought (the "Indemnifying Party") notice of any matter which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VIII ("Indemnifying Party" Agreement, which notice will specify in reasonable detail the nature of the claim, the basis for indemnification and the purpose amount and nature of this Section 8.3) will not be liable under the Losses for which indemnification provisions of this Article VIII is sought. If a claim by a third party is made against an Indemnified Party and the Indemnified Party intends to seek indemnity hereunder with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for thereto, the purpose of this Section 8.3) unless such Indemnified Party will have notified promptly so as to not prejudice the Indemnifying Party's defenses of, or other obligations with respect to, such claim (and in any case within 30 days of such claim being formally made) give the Indemnifying Party notice of such claim. The Indemnified Party will cooperate with 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure defense and make available to notify the Indemnifying Party of any such claim will not relieve all pertinent records, materials and information in its possession or under its control relating thereto as is reasonably requested by the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except Party. If and 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 does not, within 20 days after receipt of failure to give such notice. In case any such action is brought against the Indemnified Party, object, then the Indemnifying Party will be entitled have 30 days after receipt of such notice to participate, pay the Losses specified in the notice or to assume and control the defense of such third-party claim (including any appeals with respect thereto) at its own expense, in the defense thereofexpense and through counsel of its choice. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from If the Indemnifying Party elects not to defend against such claim, then it will promptly so notify the Indemnified Party of the Indemnifying Party's election to assume the defense thereofand, in such event, the Indemnified Party will bear then be entitled, at its option, to assume and control the fees defense of such claim (including any appeals with respect thereto) at its expense and expenses through counsel of any additional counsel retained by itits choice. In such event, and if it is finally determined that the Indemnifying Party will not be liable failed to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with assume the defense thereof other than reasonable costs of investigationa claim for which it is liable hereunder, unless: (a) then the expense of defending such claim will be borne by the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or Party. (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for subrogated to any settlement of any proceeding effected without its written consent but if settled with such consent and all defenses, claims and setoffs which the Indemnified Party asserted or if there is could have asserted against the third party making a final judgment for the plaintiff, claim. The Indemnified Party shall execute and deliver to the Indemnifying Party agrees such documents as may be reasonably necessary to indemnify establish by way of subrogation the Indemnified Party from ability and against any loss or liability by reason of such settlement or judgment. A successor by law right of the parties Indemnifying Party to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementassert such defenses, claims and setoffs.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 , 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will 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) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII (as such, the "Indemnifying PartyINDEMNIFYING PARTY" for the purpose of this Section 8.3) will 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 (as such, the "Indemnified PartyINDEMNIFIED PARTY" for the purpose of this Section 8.3) unless such Indemnified Party will have has 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 will have has been served upon such Indemnified Party (or after such party will have has received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which that it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify or delay in notifying results in the failure or material delay of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give or delay in giving 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 will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party or parties 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 will 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: : (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or or (b) the named parties to any such proceeding (including any impleaded partiesparties joined by impleader) 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 will not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld or delayed) but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated (i) If any third party shall notify any Party (the "Indemnified Party") with respect to provide any matter (a "Third Party Claim") which may give rise to a claim for indemnification under this Article VIII against any other Party (the "Indemnifying Party" for the purpose of ") under this Section 8.38, then the Indemnified Party shall promptly (and in any event within 20 business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that failure to provide such notice on a timely basis shall not release the Indemnifying Party from any of its obligations under this Section 8 except to the extent the Indemnifying Party is prejudiced by such failure. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be liable under unreasonably withheld or delayed) unless the indemnification provisions judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) If the Indemnifying Party assumes the defense of the Third Party Claim, the Indemnified Party may retain separate co-counsel at its sole cost and expense to monitor the defense of the Third Party Claim. (iv) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 8(e)(ii) above, or if the Indemnifying Party assumes the defense and thereafter fails to conduct the defense in good faith, (A) the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate, and (B) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, or caused by the Third Party Claim to the extent provided in this Article VIII Section 8. (v) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of each of the Indemnifying Parties (not to be unreasonably withheld or delayed). (vi) In the event that any Party suffers damage or loss in respect of which it makes a valid claim against another Party for indemnification, it must take reasonable steps to mitigate its loss or damage. (vii) With respect to any investigatory, remedial, or corrective action undertaken with respect to any claim under this Section 8 made against by Investor Indemnitees arising from a party breach of the representation set forth in Section 4(q) hereof (in addition to the procedures set forth above and whether or not arising from a Third Party Claim), HarnCo and Sellers shall have the right, but not the obligation, to conduct and principally manage all such action (including any related governmental negotiations), subject to the obligation to consult reasonably with Investor Indemnitees with respect to such action and to complete such action with reasonable promptness and diligence and in compliance with all Environmental, Health and Safety Requirements; provided that HarnCo and Sellers shall not have the right to enter into any agreements, consents or settlements which would require any payment by or materially adversely affect the Companies, their Subsidiaries or the MHE Business without the prior written consent of MHE (not to be unreasonably withheld). (viii) Subject to the provisions of Sections 3(b)(vii), 5(g) and 5(q), each Party to this Agreement shall be entitled to indemnification under this Article VIII ("Indemnified Party" for any breach of representation or warranty notwithstanding that such Party had Knowledge at or prior to the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information Closing of the nature of the claim will have been served upon such Indemnified Party (facts or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable circumstances giving rise 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementbreach.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will 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 if such Indemnified Party will have notified has failed to 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), ) but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide Whenever a claim arises for indemnification under this Article VIII ("Indemnifying Party" for Section 15, the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Person entitled to indemnification under this Article VIII ("the “Indemnified Party" ”) will promptly notify the Party from which indemnification is sought (the “Indemnifying Party”) of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the purpose event of this Section 8.3) unless such any claim for indemnification hereunder resulting from or in connection with any claim by a third party, the Indemnified Party will have notified give such notice thereof to the Indemnifying Party not later than *** Days prior to the time any response to the asserted claim is required, if possible, and in writing any event within a reasonable time after the summons or other first legal process giving information *** Days following receipt of the nature of the claim will have been served upon such Indemnified Party notice thereof (or after such party will have received notice of such service on any designated agent), but provided that failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from of any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIParty, except to the extent that the failure to notify results in the failure Indemnifying Party has been actually prejudiced by such failure). Following receipt of actual notice to of a claim by a third party, and provided that the Indemnifying Party and has not failed or is not failing to use reasonable efforts to defend 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 Partyclaim, the Indemnifying Party will be entitled to participatehave the option, at its own cost and expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with of such matter and to retain 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 will bear the fees and expenses of defend any additional counsel retained by itsuch claim, and the Indemnifying Party will not be liable to such party under this Agreement the Indemnified Party for any legal fees of other counsel or any other expenses subsequently incurred by such party independently in connection (except as expressly provided to the contrary herein) with respect to the defense thereof of such claim or litigation, other than reasonable costs fees and expenses of investigation, unless: counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party will have the option of joining the defense of such claim (awhich will be at the sole cost and expense of the Indemnified Party) with counsel not reasonably objected to by the Indemnifying Party and counsel for each Party will, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other Party and any counsel designated by that Party. In effecting the settlement or compromise of, or consenting to the entry of any judgment with respect to, any such claim, the Indemnifying Party, or the Indemnified Party, as the case may be, will act in good faith, will consult with the other Party and will enter into only such settlement or compromise or consent to the entry of any judgment as the other Party will consent, such consent not to be unreasonably withheld, conditioned or delayed. If an Indemnifying Party has failed or is failing to use reasonable efforts to defend such a claim, the Indemnified Party will have mutually agreed may, at the Indemnifying Party’s expense, assume the defense of such claim, with counsel reasonably acceptable to the retention Indemnifying Party; provided, however, that the Indemnified Party shall not have the right to settle such claim without the consent of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Indemnifying Party, which consent shall not be withheld unless the Indemnifying Party and notifies the Indemnified Party and representation in writing of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themIndemnifying Party’s commercially reasonable basis for withholding such consent. The An Indemnifying Party will not be liable for any settlement settlement, compromise or judgment not made in accordance with the preceding sentence; provided, however, that, notwithstanding anything to the contrary in this Section 15, no consent of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the settlement or compromise of any claim by the Indemnified Party will be necessary to the extent that the Indemnified Party provides the Indemnifying Party with an unqualified release from and against any loss or liability by reason in respect of such settlement or judgmentthird-party claim. A successor by law Without limiting the generality of the parties foregoing, with respect to this Agreement will be entitled any Multiple-Cause Action, HTI and MBUSA shall reasonably cooperate with respect to the benefits defense of such action, which may include entering into joint defense or other similar arrangements. Additionally, nothing in Section 15(b) is intended to limit HTI’s right to assert a defense arising under Section 4(e) (regarding damages caused by errors or omissions in the indemnification contained specifications and requirements set forth in this Article VIIIExhibit G), including as a cross claim in any proceeding otherwise subject to Section 15(b). The indemnification provisions contained in this Article VIII will 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) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party Party entitled to indemnification under this Article VIII Section 19 ("each an “Indemnified Party" for ”) agrees to give the purpose Party required to indemnify such Party hereunder (each an “Indemnifying Party”) prompt written notice of this Section 8.3) unless any Indemnity Claim as to which it intends to request indemnification hereunder. The Indemnifying Party will have the right to direct, through counsel of its own choosing, the defense or settlement of any Indemnity Claim at its own expense. The Indemnified Party may participate in such defense at its own expense. If the Indemnifying Party fails to defend or, if after commencing or undertaking any such defense, fails to prosecute or withdraws from such defense, the Indemnified Party will have notified the right to undertake the defense or settlement thereof, at the Indemnifying Party’s expense. If the Indemnified Party assumes the defense of any such Indemnity Claim pursuant to this section 19 and proposes to settle such Indemnity Claim prior to a final judgment thereon or to forego any appeal with respect thereto, then the Indemnified Party will give 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 will have been served upon such Indemnified Party (or after such party will have received prompt written notice of such service on any designated agent), but failure to notify thereof and the Indemnifying Party will have the right to participate in the settlement or assume or reassume the defense of any such claim will not relieve the Indemnifying Party from any liability which it may have Indemnity Claim. Notwithstanding anything contained in this Section 19 to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 Partycontrary, the Indemnifying Party will be entitled to participatenot, at its own expense, in without the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to prior written consent of the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party (which consent will not be liable unreasonably withheld or delayed), agree 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any a settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementIndemnity Claim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will 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 if such Indemnified Party will have notified has failed to 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), ) but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will 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) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability liability, which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated In connection with any claim that is subject to provide an indemnity under Section 8.3 or Section 8.4 (an “Indemnifiable Claim”), the applicable party requesting indemnification under this Article VIII ("the “Indemnification Requesting Party”) will: (a) give the other party (the “Indemnifying Party" for the purpose of this Section 8.3”) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received reasonably prompt written notice of such service on Indemnifiable Claim, provided that any designated agent), but failure to notify the Indemnifying Party of any such claim delay in notification will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, its obligations under Section 8.3 or Section 8.4 except to the extent that such delay materially impairs the failure Indemnifying Party’s ability to notify results defend such Indemnifiable Claim; and (b) if the Indemnification Requesting Party requests that the Indemnifying Party defend such Indemnifiable Claim, (i) cooperate reasonably with the Indemnifying Party (at the Indemnifying Party’s expense) in connection with the defense and any settlement of such Indemnifiable Claim; and (ii) permit the Indemnifying Party to control the defense and any settlement of such Indemnifiable Claim, provided that (A) the Indemnifying Party may not settle such Indemnifiable Claim without the Indemnification Requesting Party’s prior written consent if such settlement (1) includes any admission of civil or criminal liability or any other wrongdoing or liability by the Indemnification Requesting Party or any Indemnified Party, (2) would involve any remedy (including injunctive relief or other equitable relief) other than the payment of damages indemnified by the Indemnifying Party or (3) does not include a complete and unconditional release of the Indemnification Requesting Party and each Indemnified Party from such Indemnifiable Claim, and (B) the Indemnification Requesting Party or any Indemnified Party (at its respective cost) may participate in the failure defense and settlement of actual such Indemnifiable Claim defended by the Indemnifying Party with counsel of the Indemnification Requesting Party’s or such Indemnified Party’s choice. If the Indemnification Requesting Party elects to defend such Indemnifiable Claim, then the Indemnification Requesting Party will provide 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 will 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 will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party (x) will not be liable to reasonably promptly reimburse the Indemnification Requesting Party for its reasonable attorneys’ fees and costs in connection with such party under this Agreement for any legal or other expenses subsequently Indemnifiable Claim as incurred by such party independently the Indemnification Requesting Party, (y) will, as reasonably requested by the Indemnification Requesting Party and at the Indemnifying Party’s expense, cooperate with and provide assistance in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or Indemnifiable Claim and (bz) may participate through its own counsel and at its own expense to monitor 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 will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason defense of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementIndemnifiable Claim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying PartyINDEMNIFYING PARTY" for the purpose of this Section 8.3) will 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 PartyINDEMNIFIED PARTY" for the purpose of this Section 8.3) unless such Indemnified Party will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability liability, which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will 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 7.11 of notice of the purpose commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8.3) will not be liable under 7.11 notify the indemnification provisions of this Article VIII with respect to any claim made against a indemnifying party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will 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 will have been served upon commencement thereof and generally summarize such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 thereofaction. The Indemnifying Party also will be entitled indemnifying party shall have the right to participate in and to assume the defense thereofof such claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 7.11 then counsel satisfactory for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying party named in promptly of the commencement of any such action. After notice from the Indemnifying Party , if prejudicial to the Indemnified Party ability of the Indemnifying Party's election indemnifying party to assume defend such action, shall relieve such indemnifying party, to the defense thereofextent so prejudiced, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and liability to the Indemnifying Party will not be liable to such indemnified party under this Agreement for any legal or other expenses subsequently incurred by Section 7.11 but the omission so to notify the indemnifying party will not relieve such party independently in connection with the defense thereof of any liability that such party may have to any indemnified party otherwise other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 under this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementSection 7.11.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.38.4) will 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 if such Indemnified Party will have notified has failed to notify the Indemnifying Party in writing within a reasonable time after the summons accordance with its obligations under Sections 8.1(c), 8.2(c) or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent8.3(d), as applicable, but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will 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) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.Indemnified

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII VII ("Indemnifying Party" ") for the purpose of this Section 8.37.4) will not be liable under the indemnification provisions of this Article VIII VII with respect to any claim made against a party entitled to indemnification under this Article VIII VII ("Indemnified Party" ") for the purpose of this Section 8.37.4) unless such Indemnified Party will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIVII, 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 will 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 will 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: : (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIIIVII. The indemnification provisions contained in this Article VIII VII will 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) will 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" Party for the purpose of this Section 8.38.4) unless such Indemnified Party will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent (such consent may not be unreasonably withheld) but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII IX ("Indemnifying Party" for the purpose of this Section 8.39.4) will not be liable under the indemnification provisions of this Article VIII IX with respect to any claim made against a party entitled to indemnification under this Article VIII IX ("Indemnified Party" for the purpose of this Section 8.39.4) unless such Indemnified Party will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIIX, 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIIIIX. The indemnification provisions contained in this Article VIII IX will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated (i) The Person seeking indemnification for third-party claims under this Section 6.1(the “Indemnified Party”) shall give to provide the party(ies) from whom indemnification is sought (the “Indemnifying Party”) prompt written notice (in the case of indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent6.1(a), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have notice shall be given to the Indemnified Party against whom such action is brought otherwise than Equityholders’ Agent, on account of the indemnification 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 will 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 behalf of the Indemnifying Party's election to assume the defense thereof, the ) of any third-party claim against such Indemnified Party will bear the fees and expenses of which may give rise to any additional counsel retained by itindemnity obligation under this Section 6.1, and the Indemnifying Party will have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying the Indemnified Party within 10 days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. Failure of the Indemnified Party to give prompt notice shall not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. If the Indemnified Party desires to participate in any such defense assumed by the Indemnifying Party, it may do so at its sole cost and expense. If the Indemnifying Party declines to assume any such defense or fails to diligently pursue any such defense, then the Indemnifying Party will be liable for all reasonable costs and expenses incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such claim, including reasonable fees and disbursements of counsel, but only to the extent such party reasonable costs and expenses are covered Losses under this Agreement for any legal or Section 6.1. The parties shall determine such Losses according to the procedures set forth in Sections 6.1(c)(ii) and (iii). The parties hereto agree to reasonably cooperate with each other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themthird-party claim. The Indemnifying Party will not, without the prior written consent of the Indemnified Party, which shall not be liable for any settlement unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the entry of any proceeding effected judgment with respect to any such claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and (C) includes an unconditional release of the Indemnified Party and its Affiliates for all liability arising out of such claim and any related claim. The Indemnified Party will not, without its the prior written consent but if settled of the Indemnifying Party, which will not be unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the entry of any judgment with respect to any such claim (in the case of indemnification under Section 6.1(a), such consent shall be provided by the Equityholders’ Agent and thereafter the Indemnifying Parties represented by the Equityholders’ Agent shall not have any power or if there authority to object under this Section 6.1 to the amount of any Losses incurred in such settlement, compromise, or consent to the entry of any judgment). If such written consent is a final unreasonably withheld, delayed or conditioned, the Indemnified Party may settle, compromise, or consent to the entry of any judgment for such third-party claim and may deliver a Claim Notice to the plaintiffIndemnifying Party for Losses therefor. Notwithstanding anything to the contrary in this Agreement or otherwise, in no event shall any statement made in defense of any third-party claim have any effect in the determination of whether Losses in respect of any claim for indemnification, compensation or reimbursement made under this Section 6.1 (an “Indemnification Claim”) are identifiable under Section 6.1. (ii) In the event that an Indemnified Party has incurred, paid, accrued, reserved or suffered, or believes in good faith that it is reasonably likely to incur, pay, accrue, reserve or suffer, Losses for which it is or may be entitled to be held harmless, indemnified, compensated or reimbursed in accordance with the terms of this Section 6.1 in respect of an Indemnification Claim, the Indemnified Party (or the Equityholders’ Agent on behalf of such Indemnified Party, if applicable) shall deliver a written notice (a “Claim Notice”) to the Indemnifying Party. Each Claim Notice shall, with respect to each Indemnification Claim set forth therein, to the extent known to the Indemnified Party, (i) in reasonable detail and in good faith the nature of the Indemnification Claim being made, and (ii) contain a good faith, non-binding, preliminary estimate of the aggregate amount of Losses to which the Indemnified Party might be entitled (the “Claim Amount”). (iii) If the Indemnifying Party wishes to object to the allowance of some or all Indemnification Claims made in a Claim Notice, the Indemnifying Party agrees (or the Equityholders’ Agent on behalf of such Indemnifying Party, if applicable) must deliver a written objection to indemnify Indemnified Party within 30 days after receipt by the Indemnifying Party of such Claim Notice expressing such objection and explaining in reasonable detail and in good faith the basis therefor (an “Objection Notice”). Following receipt by the Indemnified Party from and against any loss (or liability by reason the Equityholders’ Agent on behalf of such settlement or judgment. A successor by law Indemnified Party, if applicable) of the Objection Notice, if any, such Indemnified Party (or the Equityholders’ Agent on behalf of such Indemnified Party, if applicable) shall promptly, and within twenty days, attempt in good faith to resolve the rights of the respective parties with respect to this Agreement will be entitled each Indemnification Claim that is the subject of the Objection Notice. If the Indemnified Party and the Indemnifying Party (or the Equityholders’ Agent on behalf of either such party, as applicable) resolve the dispute that is the subject of the Objection Notice, then a memorandum setting forth such agreement and the aggregate dollar amount of Losses payable to the benefits Indemnified Party (the “Stipulated Amount”) shall be prepared and executed by the Indemnified Party and the Indemnifying Party (or the Equityholders’ Agent on behalf of either such party, as applicable). The Indemnified Party shall have the right to recover the Stipulated Amount as provided in this Section 6.1 and, subject to Sections 6.1(d) and (e), the Indemnifying Party will pay to the Indemnified Party the Stipulated Amount (or such other arrangement for satisfaction thereof as is mutually agreed upon by the Indemnified Party and the Indemnifying Party and set forth in such memorandum shall be effected). If a Claim Notice delivered by any Indemnified Party (or the Equityholders’ Agent on behalf of such Indemnified Party, if applicable) is not disputed by the Indemnifying Party (or the Equityholders’ Agent on behalf of such Indemnifying Party, if applicable) within 30 days after the Indemnifying Party’s having received written notice thereof, or such dispute is not resolved following the delivery of an Objection Notice and thereafter is resolved by a Law of a Governmental Entity (any of the indemnification contained foregoing, a “Resolution”) against the Indemnifying Party, then the Indemnified Party shall have the right to recover the amount set forth in such Resolution as provided in this Article VIII. The indemnification provisions contained Section 6.1 and, subject to Sections 6.1(d) and (e), the Indemnifying Party will pay to the Indemnified Party promptly following such Resolution an amount equal to the Losses of such Indemnified Party as set forth in this Article VIII will survive any termination of this Agreementsuch Resolution.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will 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) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against Promptly after receipt by a party Person or entity entitled to indemnification under this Article VIII either Section 5.1 or Section 5.2 (an "Indemnified Party" for ") of service of process or written notice of the purpose commencement of any action or claim relating to any registration statement filed under the Securities Act pursuant to this Section 8.3) unless Agreement, such Indemnified Party will have notified the will, if a claim for indemnification hereunder in respect thereof is to be made against any other party hereto (an "Indemnifying Party"), give written notice to such Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice commencement of such service on any designated agent)action or claim, but provided that the failure to notify the Indemnifying Party of any such claim 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 otherwise than on account of the indemnification provision of this Article VIIIParty, 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 the Indemnified Party's failure to give such timely notice. In case any such action is brought against the an Indemnified Party, and it notifies an Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate, (at its own expenseexpense and subject to considerations of attorney-client privilege) to participate in and, in to the extent that it may wish, jointly with any other Indemnifying Party, to assume at its expense the defense thereof. The of such action and in connection therewith appoint counsel for the Indemnified Party, which appointment shall be subject to approval by the Indemnified Party (such approval not to be unreasonably withheld) and, after notice from the Indemnifying Party also will 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 will 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 Indemnified Party for any legal fees or other expenses of counsel subsequently incurred by such party independently Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation; provided, unless: (a) however, that the Indemnifying Party shall bear the reasonable fees and expenses of one separate firm of counsel to the Indemnified Party will have mutually agreed to if the retention use of one counsel would present such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the counsel with a conflict of interest. No 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 will not shall be liable for any settlement of any action or proceeding effected without its written consent but if settled with such (which consent or if there is a final judgment for the plaintiff, the shall not be unreasonably withheld). No Indemnifying Party agrees to indemnify shall, without the consent of the Indemnified Party (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from and against any loss all liability in respect to such claim or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementlitigation.

Indemnification Procedure. Any person (a) A claim for indemnification for any matter not involving a third-party claim may be asserted by notice from the party that may be entitled to indemnification pursuant to this Article VIII (the “Indemnified Party”) to the party that may be obligated to provide indemnification under pursuant to this Article VIII ("VIII(the “Indemnifying Party" for the purpose of this Section 8.3) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent”); provided however, but that failure to so notify the Indemnifying Party of any such claim will shall not relieve release, waive or otherwise affect the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIParty’s obligations with respect thereto, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party can demonstrate actual loss and such Indemnifying Party is damaged solely prejudice as a result of such failure. The notice of claim shall state in reasonable detail the basis of the claim for indemnification. (b) If any legal proceedings shall be instituted or any claim or demand shall be asserted by any third party in respect of which indemnification may be sought under Section 8.01 or Section 8.02 (a “Third Party Claim”), the Indemnified Party shall promptly give written notice of the assertion of the Third Party Claim to the Indemnifying Party; provided however, that failure of the Indemnified Party to give so notify the Indemnifying Party shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto, except to the extent that the Indemnifying Party can demonstrate actual loss and prejudice as a result of such noticefailure. In case any such action is brought against Subject to the provisions of this Section 8.02, the Indemnifying Party shall have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any losses indemnified against by it hereunder; provided that, in order to defend against, negotiate, settle or otherwise deal with any such Third Party Claim, the Indemnifying Party will must first acknowledge in writing to the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder. Notwithstanding the preceding sentence, the Indemnifying Party shall not have the right to defend against, negotiate, settle, or otherwise deal with any Third Party Claim (i) if the Third Party Claim is not solely for monetary damages (except where any non-monetary relief being sought is merely incidental to a primary claim for monetary damages), (ii) if the Third Party Claim involves criminal allegations, or (iii) if the Indemnifying Party fails to prosecute or defend, actively and diligently, the Third Party Claim. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim, it shall within fifteen (15) days of the Indemnified Party’s written notice of the assertion of such Third Party Claim (or sooner if the nature of the Third Party Claim so requires) notify the Indemnified Party of its intent to do so; provided that, the Indemnifying Party must conduct its defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard. If the Indemnifying Party elects not to defend against, negotiate, settle, or otherwise deal with any Third Party Claim, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for losses relating to such Third Party Claim under this Agreement, the Indemnified Party may defend against, negotiate, settle, or otherwise deal with such Third Party Claim. If the Indemnified Party defends any Third Party Claim, then the Indemnifying Party shall reimburse the Indemnified Party for the expenses of defending such Third Party Claim upon submission of periodic bills, which reimbursement shall be entitled to made within thirty (30) days of the applicable submission. If the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party may participate, at his, her or its own expense, in the defense thereof. The Indemnifying of such Third Party also will Claim; provided that such Indemnified Party shall be entitled to assume participate in any such defense with separate counsel at the defense thereof, with counsel satisfactory to expense of the party named in the action. After notice from Indemnifying Party if (A) so requested by the Indemnifying Party to participate or (B) in the reasonable opinion of counsel to the Indemnified Party a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided further, that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any single Third Party Claim. Each Party shall provide reasonable access to each other party to such documents and information as may reasonably be requested in connection with the defense, negotiation or settlement of any Third Party Claim. Notwithstanding anything in this Section 8.02 to the contrary, the Indemnifying Party shall not enter into any settlement of any Third Party Claim without the written consent of the Indemnified Party if such settlement (1) would create any liability of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, (2) would provide for any injunctive relief or other non-monetary obligation affecting the Indemnified Party, or (3) does not include an unconditional release of the Indemnified Party from all liability in respect of the Third Party Claim. (c) After any final decision, judgment or award shall have been rendered by a Governmental Entity of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party's election Party shall have arrived at a mutually binding agreement, in each case with respect to assume the defense thereofa Third Party Claim, the Indemnified Party will bear shall forward to the fees and expenses Indemnifying Party notice of any additional counsel retained sums due and owing by it, the Indemnifying Party pursuant to this Agreement with respect to such matter and the Indemnifying Party will not be liable shall pay all of such remaining sums so due and owing 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed by wire transfer of immediately available funds within five (5) Business Days after the date of such notice. (d) Notwithstanding anything to the retention of such counsel; or (b) contrary in this Agreement, no Contributor shall have any liability in 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 will not be liable aggregate for any settlement of any proceeding effected without its written consent but if settled with such consent Damages arising from or if there is 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 relating to this Agreement will in excess of the fair market value of the BCE Aggregator Units or Partnership Common Units, as applicable, to be entitled issued to such Contributor hereunder on the Second Closing Date. (e) Notwithstanding anything to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained contrary in this Article VIII will survive or any termination other provision of this Agreement, in no event shall any Contributor or the Partnership have any liability or indemnification obligation to any other party for punitive, consequential, special, indirect, loss of profit, penalty or other indirect or unforeseen Damages, whether in law or equity, arising from the performance of this Agreement or the transactions contemplated hereby unless awarded in a Third Party Claim.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for a) If any of the purpose Novartis Indemnitees or MPAG Indemnitees (the “Indemnified Parties”) receives written notice of this Section 8.3) will not be liable under the indemnification provisions commencement 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 Claim, and such Indemnified Party will have notified intends to seek indemnification pursuant to this Section 15, the Indemnifying Indemnified Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon shall promptly provide 264813180 v3 Novartis (if such Indemnified Party is a Novartis Indemnitee) or MPAG (or after if such party will have received Indemnified Party is a MPAG Indemnitee) written notice of such service on any designated agent)Claim, but failure and such Party shall provide the other Party (the “Indemnifying Party”) with written notice of such Claim within [***] of its receipt of notice from the Indemnified Party, stating the nature, basis and the amount thereof, to notify the Indemnifying extent known, along with copies of the relevant documents evidencing such Claim and the basis for indemnification sought. Failure of the Indemnified Party of any to give such claim notice within the time frame specified will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the its indemnification provision of this Article VIIIobligations hereunder, except to the extent that the failure Indemnifying Party is actually prejudiced thereby. (b) The Indemnifying Party will have [***] from receipt of any such notice of a Claim to notify results give notice to assume the defense, appeal or settlement proceedings thereof; provided that the Indemnifying Party shall only be permitted to assume the defense of a Claim if it admits that it is liable to indemnify the Indemnified Party in respect of the failure of actual Claim. If notice to the effect set forth in the immediately preceding sentence is given by 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 have the right to participateassume the defense, appeal or settlement proceedings of the Indemnified Party against the Claim with counsel of its choice; provided, that the Indemnifying Party may not assume the defense, appeal or settlement of a Claim: (i) involving any criminal proceeding, action, indictment, allegation or investigation; (ii) in which relief other than monetary damages is sought; or (iii) if the Claim relates to taxes. In addition, the Indemnifying Party may not maintain the defense of a Claim if it has failed to defend such Claim in good faith. So long as the Indemnifying Party has assumed the defense, appeal or settlement proceedings of the Claim in accordance herewith, (x) the Indemnified Party may retain separate co-counsel at its own expense, sole cost and expense and participate in the defense thereof. defense, appeal or settlement proceedings of the Claim, and (y) the Indemnifying Party shall not admit to any wrongdoing by the Indemnified Party. (c) The Indemnifying Party also will be entitled shall have the right to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from settle any Claim for which: (i) the Indemnifying Party to is responsible for [***] of the applicable Losses under this Section 15; and (ii) the Indemnifying Party obtains a full release of the Indemnified Party with respect to such Claim or to which settlement the Indemnified Party consents in writing (such consent not to be unreasonably withheld, conditioned or delayed). As to any Claim with respect to which the Indemnifying Party does not assume control of the Indemnifying Party's election to assume the defense thereofdefense, the Indemnified Party will bear afford the fees Indemnifying Party an opportunity to participate in such defense, at its cost and expenses expense, and will consult with the Indemnifying Party prior to settling or otherwise disposing of any additional counsel retained by it, of the same. The Indemnified Party and the Indemnifying Party will not be liable to such party under this Agreement for any legal act in good faith in responding to, defending against, settling or other expenses subsequently incurred by such party independently in connection otherwise dealing with the defense thereof other than reasonable costs of investigation, unless: (a) Claims. The Indemnified Party and the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to also cooperate in any such proceeding (including any impleaded parties) include both defense, appeal or settlement proceedings, and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party and has assumed the Indemnified Party and representation of both parties by the same counsel would be inappropriate due defense, appeal or settlement proceedings with respect to actual or potential differing interests between them. The a Claim, such Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees obligated to indemnify the Indemnified Party from and against for (1) any loss settlement entered into or liability by reason of any judgment that was consented to without the Indemnifying Party’s prior written consent (such settlement consent not to be unreasonably withheld, conditioned or judgment. A successor by law of the parties delayed) or (2) any Losses not indemnifiable pursuant to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementSection 15.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability liability, which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will be entitled to assume the defense thereof, with counsel satisfactory to the party Indemnified 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated 12.2.1 With regard to provide any third-party claim for which indemnification may be sought under this Section 12, the Person seeking indemnification under this Article VIII Section 12 ("the “Indemnified Party”) shall promptly notify the indemnifying party (the “Indemnifying Party" for the purpose of this Section 8.3”) will 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 will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information (“Indemnification Notice”) of the nature commencement of any action, suit or proceeding relating to such third-party claim or, if earlier, upon the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party assertion of any such claim will by a third party; provided that the failure by the Indemnified Party to give an Indemnification Notice of a third-party claim as provided in this Section 12.2.1 shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the its indemnification provision of obligation under this Article VIII, Agreement except to the extent that the failure to notify results in Indemnifying Party is actually prejudiced by such failure. 12.2.2 Within thirty (30) days after delivery of the failure of actual notice to Indemnification Notice, the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure may, upon written notice thereof to give such notice. In case any such action is brought against the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim. If the Indemnifying Party will be entitled provides written notice to participatethe Indemnified Party that it does not wish to assume control or maintain control of such defense, the Indemnified Party shall control such defense. The party not controlling such defense may participate therein at its own expense, in and the party controlling such defense shall keep the other party advised of the status of such action, suit, proceeding or claim and the defense thereofthereof and shall consider recommendations made by the other party with respect thereto. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from Neither the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, nor the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable agree 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any action, suit, proceeding effected without its written or claim subject to Section 10 or consent but if settled with such consent or if there is to any judgment in respect thereof that does not include a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from complete and against any loss or liability by reason of such settlement or judgment. A successor by law unconditional release of the parties to this Agreement will be entitled to other from all liability with respect thereto or that imposes any liability or obligation on the benefits of other without the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementother’s prior written consent.

Indemnification Procedure. Any person obligated In the event of any claim, suit, proceeding or action of a Third Party (a “Third Party Claim”) giving rise to provide an indemnification obligation under this Article VIII ("Indemnifying Party" for Section 10.3, the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party person or entity entitled to indemnification under this Article VIII Section 10.3 ("Indemnified individually, an “Indemnitee”), will promptly notify the Party from whom indemnification is sought (the “Indemnifying Party" for ”), in writing of the purpose Third Party Claim (it being understood and agreed, however, that the failure by an Indemnitee to give notice of a Third Party Claim as provided in this Section 8.3) unless such Indemnified Party will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim 10.3 will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the its indemnification provision of obligation under this Article VIIIAgreement, except and only to the extent that the such Indemnifying Party is actually prejudiced as a result of such failure to notify results in give notice). The Indemnifying Party will manage and control, at its sole expense, the failure defense of actual the claim and its settlement. Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice to the Indemnitee, assume control of the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnitee. The Indemnitee may participate therein [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnitee reasonably concludes, based on advise from counsel, that the Indemnifying Party and the Indemnitee have conflicting interests with respect to such Indemnifying Third Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified PartyClaim, the Indemnifying Party will be entitled to participate, at its own expense, in responsible for the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with reasonable fees and expenses of counsel satisfactory to the party named Indemnitee solely in the action. After notice from connection therewith; provided further, however, that in no event will the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear be responsible for the fees and expenses of more than one counsel in any additional counsel retained by itone jurisdiction for all Indemnified Parties. If the Indemnifying Party does not assume control of the defense of the Third Party Claim within thirty (30) days after delivery of Indemnitee’s notice of such claim and request for indemnification, the Indemnitee(s) may defend such Third Party Claim. Each Party will keep the other Party advised of the status of such Third Party Claim and the defense thereof, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or consider recommendations made by the other expenses subsequently incurred by such party independently in connection Party with the defense thereof other than reasonable costs of investigation, unless: (a) respect thereto. If the Indemnifying Party and does assume control of the Indemnified defense of the Third Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Claim, the Indemnifying Party will not agree to any settlement of such Third Party Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party and representation Indemnitee from all liability with respect thereto or that imposes any liability or obligation on the Indemnitee without the prior written consent of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themIndemnitee. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees obligated to indemnify the Indemnified Indemnitee(s) for any Third Party from and against any loss Claim settled by the Indemnitee(s) without the Indemnifying Party’s prior written consent, which consent will not be unreasonably withheld, delayed or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementconditioned.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.6) will 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 8.38.6) unless such Indemnified Party will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action, with consent to such counsel not to 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated As a condition precedent to provide indemnification under this Article VIII a Party’s ("the “Indemnifying Party" for the purpose of this Section 8.3”) will not be liable under the indemnification provisions of this Article VIII with respect obligations to indemnify, defend and hold harmless any claim made against a party entitled to indemnification under this Article VIII MTPC Indemnitee or MINERALYS Indemnitee ("collectively, an “Indemnified Party" for ”) pursuant to Section 14.2 or 14.3 above, the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party shall promptly notify in writing within writing, and provide a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent)copy to, but failure to notify the Indemnifying Party of any complaint, summons or other written or verbal notice that the Indemnified Party receives of any claim that may be subject to such claim will not obligations. An Indemnified Party’s failure to deliver written notice, to the extent prejudicial to the Indemnifying Party’s ability to defend such claim, shall relieve the Indemnifying Party from any of liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIunder Section 14.2 or 14.3 hereof, except to the extent that the failure to notify results in the failure of actual notice to as applicable. The Indemnified Party shall allow the Indemnifying Party the control of the defense and settlement thereof, and assist in such Indemnifying Party is damaged solely defense and settlement 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, may reasonably request in connection with the defense thereof. The Indemnifying Party also will be entitled to assume and settlement of the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of claim (at the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees ’s sole cost and expenses of any additional counsel retained by itexpense), 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 shall assume the defense thereof other than reasonable costs with counsel of investigationits choosing; provided, unless: (a) that the Indemnified Party shall have the right to participate in any such proceeding with counsel of its choosing at its own expense. No Indemnified Party may settle a claim or action covered by this Section 14.2 or 14.3 without the prior written consent of the Indemnifying Party and the which consent shall not be unreasonably withheld, delayed or conditioned. Any payment made by an Indemnified Party will have mutually agreed in violation of this Section 14.4 to the retention of such counsel; or (b) the named parties to settle any such proceeding (including any impleaded parties) include both the Indemnifying Party claim or action shall be at its own cost 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 will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementexpense.

Indemnification Procedure. Any person obligated to provide In the event of a claim by a Third Party for which a Walmart Indemnitee or Symbotic Indemnitee (each, as applicable, an “Indemnitee”) seeks indemnification under this Article VIII hereunder ("“Third-Party Claim”), the Indemnitee shall promptly notify the other Party (the “Indemnifying Party" for the purpose of this Section 8.3”) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim Third-Party Claim and forward all related documents received with the Third-Party Claim to the Indemnifying Party. Any delay or failure of notice will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, its obligations except to the extent that it has been actually and materially prejudiced thereby. The Indemnifying Party shall have sole control of the failure defense of any Third-Party Claim, except that: (a) The Indemnitees reserve the right to notify results be represented by counsel and the Indemnitees and their counsel shall have the right to participate in the failure defense or settlement of actual notice to any Third-Party Claim. Such representation shall be at the expense of the Indemnitees, except that 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 participateshall, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled assign separate counsel to assume the defense thereof, with counsel satisfactory itself and to the party named in Indemnitees if (i) the action. After notice from the Indemnifying Party to the Indemnified Party employment of separate counsel by Indemnitees has been previously authorized by the Indemnifying Party's election to assume ; (ii) the defense thereof, the Indemnified Party will bear the fees and expenses Indemnitees have reasonably concluded that there may be a conflict 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: (a) interest between the Indemnifying Party and the Indemnified Party will have mutually agreed to Indemnitees in the retention conduct of such counselany defense; or (biii) 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 does not continue to retain counsel would be inappropriate due to actual or potential differing interests between them. fulfill its indemnification obligation under this Section 14.4 (Indemnification Procedure). (b) The Indemnifying Party will shall not be liable for agree to any settlement of any proceeding effected Third-Party Claim if such settlement (i) imposes restrictions or liability on any Indemnitee or requires an admission of wrongdoing; or (ii) requires any action by any Indemnitee, including any payment, without its written consent but if settled with such consent or if there is 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 first obtaining such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementIndemnitee’s written consent.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3a) will not be liable under the indemnification provisions of this Article VIII Except with respect to Tax audits, claims or other proceedings, which for the avoidance of doubt shall be governed by the provisions of Section 10.02(c), promptly after receipt by a Buyer Indemnified Party or a Seller Indemnified Party (hereinafter collectively referred to as an “Indemnified Party”) of notice by a third party (including any claim made against a party Governmental Authority) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to indemnification under this Article VIII receive payment from any other party for any Buyer Losses or any Seller Losses ("Indemnified Party" for as the purpose of this Section 8.3) unless case may be), such Indemnified Party will have notified notify Buyer or Seller, as the case may be (the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party in writing within a reasonable time after will relieve the summons or other first legal process giving information of Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the nature of the claim will have been served upon extent that, such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve results in the forfeiture by the Indemnifying Party from any liability which it may of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party will have the right, upon written notice delivered to the Indemnified Party against whom within 10 days thereafter assuming full responsibility for any Buyer Losses or Seller Losses (as the case may be) resulting from such audit, investigation, action is brought otherwise than on account or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the indemnification provision fees and disbursements of this Article VIIIsuch counsel; provided, except however, that, the Indemnifying Party will not have the right to the extent that the failure to notify results assume such defense if (i) in the failure reasonable opinion of actual notice to counsel for the Indemnified Party, there is a reasonable likelihood of a material conflict of interest between the Indemnifying Party and such Indemnifying Party is damaged solely as the Indemnified Party, (ii) the claim for indemnification relates to or arises in connection with a result of failure to give such notice. In case any criminal proceeding, (iii) the principal relief sought by such action is brought an injunction or equitable relief against the Indemnified Party, (iv) Buyer reasonably believes that Buyer Losses relating to such claim could exceed the maximum amount that the Buyer Indemnified Parties could then be entitled to receive under this Article XI or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such audit, investigation, action or proceeding. Should an Indemnifying Party assume the defense of a third-party claim in accordance with this Section 11.03, the Indemnifying Party shall not be liable to the Indemnified Party for any of the Indemnified Party’s legal expenses incurred by the Indemnified Party in connection with the investigation or defense thereof. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 10 day period, or if the Indemnifying Party is otherwise not entitled to assume such defense, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to reimburse the Indemnified Party of for the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the reasonable fees and expenses disbursements of any additional such counsel retained by itupon the final, and non-appealable resolution of such audit, investigation, action, or proceeding; provided, however, that the Indemnifying Party will not be liable required to such party under this Agreement reimburse the Indemnified Party for the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any legal jurisdiction in any single audit, investigation, action or other expenses subsequently incurred by such party independently in connection proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense thereof other than of such action, will have the right to participate in such matter and to retain its own counsel at such Party’s own expense. The Indemnifying Party or the Indemnified Party, as the case may be, will at all times use reasonable costs of investigation, unless: (a) efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any matter the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. (b) No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless such settlement, compromise or consent (i) includes an unconditional release of the Indemnifying Party from all liability arising out of such claim and (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnifying Party. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party will have mutually agreed to the retention from all liability arising out of such counsel; claim, does not contain any admission or (b) the named parties to statement suggesting any such proceeding (including any impleaded parties) include both the Indemnifying Party and wrongdoing or liability on behalf of the Indemnified Party and representation does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of both parties by the same counsel would be inappropriate due Indemnified Party or any of the Indemnified Party’s Affiliates. (c) In the event an Indemnified Party claims a right to actual indemnification pursuant to this Article XI, such Indemnified Party will send written notice of such claim to the appropriate Indemnifying Party. Such notice will specify the basis for such claim and the facts and circumstances concerning such claim, describe the amount thereof, if known, or potential differing interests between thema good faith estimate of such amount, and the method of computation of such amount, all with reasonable particularity. The As promptly as possible after the Indemnified Party has given such notice, such Indemnified Party and the appropriate Indemnifying Party will not be liable for any settlement establish the merits and amount of any proceeding effected without its written consent but if settled with such consent claim (by mutual agreement, litigation, arbitration or if there is a otherwise) and, within ten (10) Business Days of the final judgment for determination of the plaintiffmerits and amount of such claim, the Indemnifying Party agrees will pay to indemnify the Indemnified Party from and against any loss or liability by reason of immediately available funds in an amount equal to such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementclaim as determined hereunder.

Indemnification Procedure. Any person obligated In the event of any claim, suit, proceeding, or action of a Third Party (a “Third Party Claim”) giving rise to provide an indemnification obligation under this Article VIII ("Indemnifying Party" for ARTICLE 11, the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party person or entity entitled to indemnification under this Article VIII ARTICLE 11 ("Indemnified individually, an “Indemnitee”), will promptly notify the Party from whom indemnification is sought (the “Indemnifying Party" for ”), in writing of the purpose Third Party Claim (it being understood and agreed, however, that the failure by an Indemnitee to give notice of a Third Party Claim as provided in this Section 8.3) unless such Indemnified Party will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim 11.3 will not relieve the Indemnifying Party from any liability which it may have of its indemnification obligation under this Agreement, except and only to the Indemnified extent that such Indemnifying Party against whom is actually prejudiced as a result of such action is brought otherwise than on account failure to give notice). The Indemnifying Party will manage and control, at its sole expense, the defense of the indemnification provision claim and its settlement, and all such expenses of this Article VIII, such defense and any settlement will be considered “Expenses” for purposes of the Profit/Loss Share (except to the extent that such expenses arise from the failure to notify results in Indemnifying Party’s breach of this Agreement (or any other agreement between the failure Parties), violation of actual Applicable Law, gross negligence, or willful misconduct). Within 30 days after delivery of such notification the Indemnifying Party may, upon written notice to the Indemnitee, assume control of the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnitee. The Indemnitee may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnitee reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnitee have conflicting interests with respect to such Indemnifying Third Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified PartyClaim, then the Indemnifying Party will be entitled responsible for the reasonable fees and expenses of counsel to participatethe Indemnitee solely in connection therewith (and any such reasonable fees and expenses of counsel will be considered “Expenses” for purposes of the Profit/Loss Share except to the extent the Third Party Claim arises from the Indemnitee’s breach of this Agreement (or any other agreement between the Parties), at its own expenseviolation of Applicable Law, gross negligence, or willful misconduct). Notwithstanding anything to the contrary set forth in this Agreement, in the defense thereof. The Indemnifying Party also no event will 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 will bear be responsible for the fees and expenses of more than one counsel in any additional counsel retained by itone jurisdiction for all Indemnified Parties. If the Indemnifying Party does not assume control of the defense of the Third Party Claim within 30 days after delivery of Indemnitee’s notice of such claim and request for indemnification, then the Indemnitee(s) may defend such Third Party Claim. Each Party will keep the other Party advised of the status of such Third Party Claim and the defense thereof, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or consider recommendations made by the other expenses subsequently incurred by such party independently in connection Party with the defense thereof other than reasonable costs of investigation, unless: (a) respect thereto. If the Indemnifying Party and assumes control of the Indemnified defense of the Third Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both Claim, then the Indemnifying Party will not agree to any settlement of such Third Party Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party and representation Indemnitee from all liability with respect thereto or that imposes any liability or obligation on the Indemnitee without the prior written consent of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themIndemnitee. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees obligated to indemnify the Indemnified Indemnitee(s) for any Third Party from and against any loss or liability Claim settled by reason of such settlement or judgment. A successor by law of the parties to this Agreement Indemnitee(s) without the Indemnifying Party’s prior written consent, which consent will not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for a) Promptly after receipt by an Indemnified Party of a notice from a third party of a claim, dispute, or threatened or filed complaint or the purpose threatened or actual commencement of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII any audit, investigation, action or proceeding with respect to any claim made against a party which such Indemnified Party may be entitled to indemnification under this Article VIII ‎Article IX ("Indemnified Party" for the purpose of this Section 8.3) unless a “Third Party Claim”), such Indemnified Party will have notified shall provide prompt written notice to Buyer or the Stockholders’ Representative (on behalf of the Equity Holders), whichever is the appropriate indemnifying Party under this ‎Article IX (the “Indemnifying Party Party”), stating in writing within a reasonable time after the summons or other first legal process giving information of detail, the nature of the Third Party Claim, a good-faith reasonable estimate of the Loss and the method of computation thereof if then known, and containing a reference to the provision of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this ‎Article IX with respect to such claim will have been served upon only if, and only to the extent that, such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve results in (i) the forfeiture by the Indemnifying Party from any liability which it may of rights and defenses otherwise available to the Indemnifying Party with respect to such claim and (ii) actual and material prejudice to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party against whom within thirty (30) days thereafter, to assume the defense of such action is brought otherwise than on account Third Party Claim, including the employment of the indemnification provision of this Article VIII, except counsel reasonably satisfactory 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; provided, that, the Indemnifying Party will be entitled must first acknowledge in writing that it would have an indemnity obligation for the Losses arising out of such Third Party Claim (subject in all cases, to participate, at its own expense, the limitations on liability set forth in the defense thereof. this ‎Article IX). (b) The Indemnifying Party also will shall not be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying of such Third Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear Claim and shall pay the fees and expenses of any additional counsel retained by itthe Indemnified Party (but such payment obligation shall be subject to the same limitations on liability as the underlying claim, and including 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: applicable Indemnification Caps) if (ai) the Indemnifying Party and does not deliver the acknowledgement referred to in the proviso in ‎Section 9.3(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party will have mutually agreed reasonably believes that an adverse determination with respect to the retention Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or its Affiliates, (iv) the Third Party claim seeks injunctive or equitable relief against the Indemnified Party or any of its Affiliates, (v) the Indemnifying Party has failed or is failing to prosecute or vigorously defend the Third Party Claim, and such failure has not been cured within fifteen (15) days following written notice thereof delivered by the Indemnifying Party or (vi) in the case of a Buyer Indemnified Party, the amount of the Third Party Claim, if determined in accordance with the claimant’s demands, would reasonably be expected to result in any Losses, together with all unresolved claims for indemnification by the Buyer Indemnified Parties, that would not be available for recovery under this ‎Article IX (other than as a result of the application of the Deductible). (c) In any Third Party Claim with respect to which indemnification is being sought under this ‎Article IX, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such counselaction, shall have the right to participate in such matter and to retain its own counsel at such Party’s own expense; provided that, the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) if so requested by the Indemnifying Party to participate or (bii) the named parties to any such proceeding (including any impleaded parties) include if representation of both the Indemnifying Party and the Indemnified Party would create a conflict of interest, provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Third Party Claim, and representation of both parties by provided, further, that all such costs shall be subject to the same counsel would be inappropriate due to actual or potential differing interests between themlimitations on liability set forth in this ‎Article IX including that the Buyer Indemnified Party’s sole recourse, except as stated in ‎Section 9.5(b), is the Indemnity Escrow Fund. The Indemnifying Party will not be liable for any settlement or the Indemnified Party, as the case may be, shall at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of any proceeding effected matter the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. (d) No Indemnified Party may settle or compromise any Claim or consent to the entry of any judgment with respect to which indemnification is being sought under this ‎Article IX without its the prior written consent but if settled with such consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or if there is a final judgment for delayed). (e) If the plaintiffIndemnifying Party assumes control of the defense of any Third Party Claim, the Indemnifying Party agrees to indemnify shall obtain the prior written consent of the Indemnified Party from and against (not to be unreasonably withheld, conditioned or delayed) before entering into any loss or liability by reason settlement of such settlement or judgment. A successor by law of the parties Third Party Claim. (f) If an Indemnified Party claims a right to payment pursuant to this Agreement will be entitled not involving a Third Party Claim, then such Indemnified Party shall send written notice of such claim to the benefits appropriate Indemnifying Party. Such notice shall specify in reasonable detail the basis for such claim to the extent then known by the Indemnified Party. Within five (5) Business Days after the final determination of the indemnification contained merits and amount of such claim, (i) if the Indemnifying Party is the Equity Holders, then the Stockholders’ Representative shall cause the Escrow Agent to pay to Buyer in immediately available funds an amount equal to such claim as determined under this Article VIII. The indemnification ‎Article IX (and subject to the limitation set forth herein) and (ii) if the Indemnifying Party is Buyer, then Buyer shall pay to the Stockholders’ Representative (on behalf of the Equity Holders), an amount equal to claim as determined under this ‎Article IX. (g) If there shall be any conflicts between the provisions contained in this Article VIII will survive any termination of this Agreement‎Section 9.4 and Section 5.4 (relating to Tax matters), the provisions of Section 5.4 shall control.

Indemnification Procedure. Any person obligated Promptly after receipt by an Indemnitee of notice of the commencement of any action or proceeding in respect of which indemnity may be sought by such Indemnitee pursuant to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not 6.1 or 6.2, such Indemnitee 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 party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the an Indemnifying Party in writing within a reasonable time after the summons under Section 6.1 or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent)6.2, but failure to notify the Indemnifying Party of any such claim the commencement thereof, but the omission so to notify the Indemnified Party will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIany Indemnitee under Section 6.1 or 6.2 or otherwise, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and is prejudiced by such Indemnifying Party is damaged solely as a result of failure to give such noticeomission. In case any such action or proceeding is brought against any Indemnitee and it notifies an Indemnifying Party of the Indemnified Partycommencement thereof, the Indemnifying Party will be entitled to participateparticipate therein and, at its own expense, in to the defense thereof. The Indemnifying Party also will be entitled extent that it may wish to assume the defense thereof, with and if it assumes such defense, it shall retain counsel reasonably satisfactory to such Indemnitee to represent the Indemnitee and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless in the reasonable judgment of the Indemnitee separate and conflicting defenses are available to such Indemnitee, in which event the Indemnitee may select one firm of separate counsel reasonably satisfactory to the party named in Indemnifying Party for purposes of defending such action, whose fees and expenses shall be borne by the actionIndemnifying Party, provided that the Indemnifying Party shall not be responsible for the fees and expenses of more than one counsel for all such Indemnitees. After notice from the Indemnifying Party to the Indemnified Party such Indemnitee of the Indemnifying Party's its election so to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not (except as otherwise provided herein) be liable to such party Indemnitee under this Agreement Sections 6.1 or 6.2 for any legal or other expenses subsequently incurred by such party independently Indemnitee in connection with the defense thereof other than reasonable costs of investigation, unless: (a) . If the Indemnifying Party and elects not to assume the Indemnified Party will have mutually agreed to the retention defense of such counsel; a claim or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party action, it will not be liable obligated to pay the fees and expenses of more than one counsel for the Indemnitee with respect to such claim or action. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of any Indemnitee which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such action or proceeding. No Indemnifying Party shall be subject to any liability for any settlement of any proceeding effected made without its written consent, which consent but if settled with such consent or if there is 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 will shall not be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementunreasonably withheld.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will 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 if such Indemnified Party will have notified has failed to notify in writing the Indemnifying Party in writing within a reasonable time after the summons accordance with its obligations under Sections 8.1(c), 8.2(c) or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent8.3(d), as applicable, but failure to notify the Indemnifying Party of or any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will 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) will 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 if such Indemnified Party will have notified has failed to notify the Indemnifying Party in writing within a reasonable time after the summons accordance with its obligations under Section 8.1(c), 8.2(c) or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent8.3(d), whichever is relevant, but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will 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) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for a) Whenever any Loss is asserted against or incurred by a TMC Indemnitee or ALZA Indemnitee (the purpose of this Section 8.3) will 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 will have notified give written notice thereof (a “Claim”) to ALZA or TMC, respectively (the “Indemnifying Party”). The Indemnified Party will furnish to the Indemnifying Party in writing within a reasonable time after detail such information as the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will may have received notice of such service on any designated agent), but with respect to the Claim. The failure to notify the Indemnifying Party of any give such claim notice will not relieve the Indemnifying Party from any liability which it may have of its indemnification obligations under this Agreement, unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. (b) Within [**] after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, and at its expense, undertake the defense of Claims with attorneys of its own choosing. In the event the Indemnifying Party against whom does not assume control of such action is brought otherwise than on account defense, the Indemnified Party may undertake the defense of the indemnification provision Claim. (c) The Party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of this Article VIIIsuch defense and the Indemnified Party reasonably concludes, except to the extent based on advice from counsel, 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 PartyParty have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party will be entitled responsible for the reasonable fees and expenses of counsel to participatethe Indemnified Party solely in connection therewith; provided further, at its own expensehowever, that in no event will the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense will keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereofthereof and will consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party will not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld. The Indemnifying Party also will not consent to entry of any judgment or enter into any settlement that admits fault on the party of the Indemnified Party, except with the consent of the Indemnified Party, which such consent will not be entitled unreasonably withheld or delayed. In the event the Indemnified Party refuses to assume the defense thereof, with counsel satisfactory consent to the party named entry of a judgment or a settlement for which the Indemnifying Party is solely and entirely responsible and has indicated its sole and entire responsibility in writing to the action. After notice from Indemnified Party, following such refusal, the liability of the Indemnifying Party to the Indemnified Party of will be fixed at the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses amount of any additional counsel retained by it, and money damages provided in the Indemnifying Party will not be liable to such party under this Agreement for any legal proposed judgment or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementsettlement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.3) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 indemnified Party of the Indemnifying Party's ’s election to assume the defense thereof, the Indemnified Party will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for a) Promptly following receipt by an Indemnified Party of notice by a third party (including any Governmental Authority) of any complaint, dispute or claim or the purpose commencement of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII any audit, investigation, action or proceeding with respect to any claim made against a party which such Indemnified Party may be entitled to indemnification under this Article VIII pursuant hereto ("Indemnified Party" for the purpose of this Section 8.3) unless a “Third-Party Claim”), such Indemnified Party will have notified provide written notice thereof to the Indemnifying Party in writing within (a reasonable time after the summons or other first legal process giving information “Third-Party Notice of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agentClaim”); provided, but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIhowever, except to the extent that the failure to so 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 will 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 will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable limit the Indemnified Party’s right to such party indemnification under this Agreement ARTICLE VIII unless, and only to the extent that, the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party will have the right, upon written notice delivered to the Indemnified Party within twenty (20) days thereafter and provided the Indemnifying Party simultaneously agrees in writing to indemnify the Indemnified Party for any legal such matter, to assume the defense of such Third-Party Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel; provided, that if the aggregate dollar amount of the Third-Party Claim, together with all other Third-Party Claims of which the Indemnifying Party is aware or other has received a Third-Party Notice of Claim, and all costs and expenses subsequently reasonably estimated to be incurred by such party independently in connection with the defense thereof thereof, would exceed the monetary limitation hereunder of the indemnification obligation applicable to such Third-Party Claim (the “Indemnification Cap”), the Indemnified Party may, at its option, and to the extent in excess of the Indemnification Cap at its sole cost and expense, assume the defense of the Third-Party Claim with counsel of its choice. In the event, however, that the Indemnifying Party declines or fails to assume the defense of such Third-Party Claim on the terms provided above within such twenty (20)-day period, then any Parent Losses or Equityholder Losses (as the case may be) will include the reasonable, documented, out-of-pocket fees and disbursements of counsel for the Indemnified Party as incurred; provided, that the Indemnified Party shall not settle, adjust or compromise such matter, or admit any liability with respect to such matter, without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. In any Third-Party Claim for which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such Third-Party Claim, will have the right to participate in such matter and to retain its own counsel at such Person’s own expense. The party assuming the defense of a Third-Party Claim will use reasonable efforts to keep the other than party reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate with the other party with respect to the defense of any such matter, and the Indemnified Party will make available to the Indemnifying Party all material books, records and other documents and materials that are under the direct or indirect control of the Indemnified Party or any of the Indemnified Party’s employees, agents, representatives or advisors and that the counsel to the Indemnifying Party considers reasonably necessary or desirable for the defense of such matter, and cooperate with, and make its employees, agents, representatives and advisors reasonably available upon prior written request or otherwise render reasonable costs assistance to, the Indemnifying Party and its agents. With respect to any Third Party Claim, and regardless of investigationwhich Party is controlling the defense of such matter, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed shall also direct their counsel to cooperate with one another and to share, as they deem appropriate, attorney-client privileged communications and attorney work product, in each case, subject to common interest protection, and to safeguard the other Party’s protected communications and information in the same way as they would their own privileged communications and attorney work product. Notwithstanding anything to the retention contrary set forth in this Section 8.3(a), with respect to the matters described in Section 8.1(c) (subject to Section 8.5(b)), Section 8.1(d), and Section 8.1(e), Topco or the Equityholder Representative (at such Person’s cost and expense) will assume and control the defense of such counsel; or matters. (b) No Indemnified Party may settle or compromise any Third-Party Claim or consent to the named parties entry of any judgment with respect to any such proceeding (including any impleaded parties) include both which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party and (which may not be unreasonably withheld or delayed). The Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any Third-Party Claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of the Indemnified Party and representation its officers, directors, employees and Affiliates from all liability arising out of, resulting from or incurred in connection with such Third-Party Claim, (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of both parties the Indemnified Party or any of the Indemnified Party’s Affiliates, (iii) does not contain any equitable Order or term that in any manner affects, restrains or interferes with the business of the Indemnified Party or any of its Affiliates, (iv) involves only the payment of money, and such payment is made in full solely by the same counsel would be inappropriate due Indemnifying Party without recourse to actual the Indemnified Party and (v) will not limit the Indemnified Party’s ability to make any claims or potential differing interests between themreceive any payments under the R&W Insurance Policy. (c) In the event an Indemnified Party claims a right to payment pursuant hereto with respect to any matter not involving a Third-Party Claim (a “Direct Claim”), such Indemnified Party will send written notice of such claim to the Indemnifying Party (a “Notice of Claim”). Such Notice of Claim will specify the basis for such Direct Claim. The failure by any Indemnified Party to so notify the Indemnifying Party will not be liable for limit the Indemnified Party’s right to indemnification with respect to any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiffDirect Claim made pursuant to this Section 8.3(c), provided that the Indemnifying Party agrees is not materially prejudiced by such failure to indemnify be so notified; provided, further, that Notices of Claim in respect of a breach of a representation or warranty or breach of covenant must be delivered prior to the expiration of the survival period for such representation or warranty under Section 8.4. In the event the Indemnifying Party has timely disputed the Indemnified Party’s right to indemnification under this ARTICLE VIII or the amount thereof, the Indemnified Party from and against any loss or liability by reason the Indemnifying Party will, as promptly as reasonably practicable, establish the merits and amount of such settlement Direct Claim (by mutual agreement, litigation or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementotherwise).

Indemnification Procedure. (a) Any person obligated to provide indemnification under this Article VIII VI ("Indemnifying Party" for the purpose of this Section 8.36.3) will shall not be liable under the indemnification provisions of this Article VIII VI with respect to any claim made against a party entitled to indemnification under this Article VIII VI ("Indemnified Party" for the purpose of this Section 8.36.3) unless such Indemnified Party will 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 will shall have been served upon such Indemnified Party (or after such party will shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will shall not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 noticeVI. 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 will 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 will 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: : (ai) the Indemnifying Party and the Indemnified Party will shall have mutually agreed to the retention of such counsel; or counsel or (bii) 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 will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will shall be entitled to the benefits of the indemnification contained in this Article VIIIVI. The indemnification provisions contained in this Article VIII will VI. shall survive any termination of this Agreement.

Indemnification Procedure. Any person obligated to provide indemnification The obligations and liabilities of the Indemnifying Party under Section 6.1(e) and this Article VIII IX with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in Section 6.1(e) and this Article IX ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party" for Party notice of such Third Party Claim promptly after the purpose receipt by the Indemnified Party of this Section 8.3) will not be liable under such notice (which notice shall include the indemnification amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Article VIII with Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the 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 provide such Indemnified Party will have notified notice shall not release the Indemnifying Party in writing within a reasonable time after from any of its obligations under Section 6.1(e) and this Article IX except to the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify extent the Indemnifying Party of any is materially prejudiced by such claim will failure and shall not relieve the Indemnifying Party from any liability which other obligation or Liability that it may have to any Indemnified Party otherwise than under Section 6.1(e) and this Article IX. Upon written notice to the Indemnified Party against whom such action is brought otherwise than on account within ten (10) days of the indemnification provision receipt of this Article VIIIsuch notice, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its or his expense and through counsel of its or his choice (which counsel shall be reasonably satisfactory to the Indemnified Party); provided, however, that, if there exists or is reasonably likely to exist, in the reasonable opinion of counsel to the Indemnified Party a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to such Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is damaged solely as a result of failure to give such notice. In case is, directly or indirectly, conducting the defense against any such action is brought against Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will 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 expense, all such witnesses (including himself), records, materials and information in the defense thereof, Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party or the Indemnified Party on behalf of the other without the prior written consent of the other (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Loss and would not require it to take, or refrain from taking, any action, the Indemnifying Party's liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will bear refrain from any act or omission that is inconsistent with the fees and expenses of any additional counsel retained position taken 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: (a) the Indemnifying a Third Party and Claim unless the Indemnified Party will have mutually agreed determines that such act or omission is reasonably necessary to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without protect its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementown interest.

Indemnification Procedure. Any person obligated to provide In the event of a claim by a Third Party for which a Walmart Indemnitee or Symbotic Indemnitee (each, as applicable, an “Indemnitee”) seeks indemnification under this Article VIII hereunder ("“Third-Party Claim”), the Indemnitee shall promptly notify the other Party (the “Indemnifying Party" for the purpose of this Section 8.3”) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim Third-Party Claim and forward all related documents received with the Third-Party Claim to the Indemnifying Party. Any delay or failure of notice will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, its obligations except to the extent that it has been actually and materially prejudiced thereby. The Indemnifying Party shall have sole control of the failure defense of any Third-Party Claim, except that: (a) The Indemnitees reserve the right to notify results be represented by counsel and the Indemnitees and their counsel shall have the right to participate in the failure defense or settlement of actual notice to any Third-Party Claim. Such representation shall be at the expense of the Indemnitees, except that 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 participateshall, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled assign separate counsel to assume the defense thereof, with counsel satisfactory itself and to the party named in Indemnitees if (i) the action. After notice from the Indemnifying Party to the Indemnified Party employment of separate counsel by Indemnitees has been previously authorized by the Indemnifying Party's election to assume ; (ii) the defense thereof, the Indemnified Party will bear the fees and expenses Indemnitees have reasonably concluded that there may be a conflict 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: (a) interest between the Indemnifying Party and the Indemnified Party will have mutually agreed to Indemnitees in the retention conduct of such counselany defense; or (biii) 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 does not continue to retain counsel would be inappropriate due to actual or potential differing interests between them. fulfill its indemnification obligation under this Section 15.4 (Indemnification Procedure). (b) The Indemnifying Party will shall not be liable for agree to any settlement of any proceeding effected Third-Party Claim if such settlement (i) imposes restrictions or liability on any Indemnitee or requires an admission of wrongdoing; or (ii) requires any action by any Indemnitee, including any payment, without its written consent but if settled with such consent or if there is 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 first obtaining such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementIndemnitee’s written consent.

Indemnification Procedure. Any person obligated to provide indemnification under this Article VIII ("“Indemnifying Party" ” for the purpose of this Section 8.38.4) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying 2013-04-FIVIT 17 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will 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 7 ("Indemnifying hereinafter referred to as an “Indemnified Party" for ”) of notice by a third party (including any Governmental Authority) of any complaint or the purpose commencement of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII any Proceeding with respect to any claim made against a party which such Indemnified Party may be entitled to indemnification under this Article VIII receive payment for any Buyer Losses or Company Losses ("Indemnified Party" for as the purpose of this Section 8.3case may be) unless (a “Third Party Claim”), such Indemnified Party will have notified notify the other Party (the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of such complaint or of notice of the commencement of such Proceeding; provided, however, that the failure to so notify the Indemnifying Party in writing within a reasonable time after will relieve the summons or other first legal process giving information of Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the nature of the claim will have been served upon extent that, such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve Party-results in prejudice to the Indemnifying Party. (b) The Indemnifying Party from any liability which it may will have the right, upon written notice delivered to the Indemnified Party against whom such action is brought otherwise than on account within 20 days thereafter, to4accept full responsibility (subject to the limitations set forth in Sections 7.5, 7.6 and 7.7) for any Buyer Losses or Company Losses (as the case may be) resulting from a Third Party Claim, and to assume the defense of a Third Party Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the indemnification provision fees and disbursements of this Article VIIIsuch counsel. In the event, except to the extent however, that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying declines or fails to assume the defense of the Third Party is damaged solely as a result of failure Claim on the terms provided above or to give such notice. In case any such action is brought against employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel to represent or defend it in any such Third Party Claim and the Indemnifying Party will pay the reasonable fees and disbursements of such counsel as incurred (subject to the limitations set forth in Section 7.5); provided, however, that the Indemnifying Party will not be entitled required to participatepay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single Proceeding. In any Proceeding with respect to which indemnification is being sought hereunder, at the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, will have the right to participate in such matter and to retain its own counsel at such Party’s own expense, in the defense thereof. . (c) The Indemnifying Party also or the Indemnified Party, as the case may be, will be entitled at all times use reasonable efforts to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any matter the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party's election , unless the Indemnifying Party fails to assume and maintain the defense thereofof such claim pursuant to this Section 7.3. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (i) such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all Liability arising out of such claim, (ii) does not contain any admission or statement suggesting any wrongdoing or Liability on behalf of the Indemnified Party and (iii) does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates. (d) In the event an Indemnified Party claims a right to payment pursuant to this Agreement, other than pursuant to Section 7.3(a), such Indemnified Party will bear send written notice of such claim to the fees appropriate Indemnifying Party. Such notice will specify the basis for such claim. As promptly as possible after the Indemnified Party has given such notice, such Indemnified Party and expenses the appropriate Indemnifying Party will establish the merits and amount of any additional counsel retained such claim by itmutual agreement or mediation. If the Indemnified Party and the appropriate Indemnifying Party fail to establish the merits and amount by way of mutual agreement or mediation they will establish the merits and amount by way of arbitration as provided in Section 8.9. Within five Business Days of the final determination of the merits and amount of such claim, and the Indemnifying Party will not be liable pay 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed (or to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and other Person as the Indemnified Party and representation of both parties by the same counsel would be inappropriate due directs) immediately available funds in an amount, if any, equal to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementclaim as determined hereunder.

Indemnification Procedure. Any person obligated to provide Whenever a claim shall arise for ------------------------- indemnification under this Article VIII ("Indemnifying Party" for Section 8.1, the purpose of this Section 8.3) will 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 (the "Indemnified Party" for ") shall give notice to the purpose other party (the "Indemnifying Party") of any matter that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement within 30 days after the Indemnified Party first learns of such claim, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Section 8.3) unless Agreement in respect of which such Indemnified Party will have notified right of indemnification is claimed or arises, provided, however, that the failure to ----------------- provide such notice shall not release the Indemnifying Party in writing within a reasonable time after from any of its obligations under Section 8.1 except to the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify extent the Indemnifying Party of any is materially prejudiced by such claim will failure and shall not relieve the Indemnifying Party from any other obligation or liability which that it may have to any Indemnified Party otherwise than under Section 8.1. The obligations and liabilities of the Indemnifying Party under Section 8.1 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in Section 8.1 ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party against whom shall give the Indemnifying Party notice of such action is brought otherwise than on account Third Party Claim following receipt by the Indemnified Party of such notice in the indemnification provision time frame provided above; provided, -------- however, that the failure to provide such notice shall not release the ------- Indemnifying Party from any of this Article VIII, its obligations under Section 8.1 except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under Section 8.1. The Indemnifying Party shall be entitled to assume and control the failure defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to notify results do so to the Indemnified Party within ten days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would prevent the same counsel from representing both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party provided that no more than one law firm (plus any local counsel required) is so retained. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in the failure of actual notice such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party and is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party is damaged solely as a result of failure shall cooperate with the Indemnified Party in such defense and make available 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 will 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 expense, all witnesses, pertinent records, materials and information in the defense thereof, Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party will bear the fees and expenses of any additional counsel retained Claim may be settled 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 without the defense thereof other than reasonable costs prior written consent of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will 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) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII VII will survive any termination of this Agreement.

Indemnification Procedure. Any person obligated 8.4.1 Upon the occurrence of a Buyer or Seller Indemnified Liability not involving a third party Claim, the Party Indemnifying shall, upon demand, pay to provide indemnification under this Article VIII ("Indemnifying or on behalf of the Indemnified Party" for , any amounts to which the purpose Indemnified Party is entitled by reason of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII Eight. Such payment shall be made in cash or other immediately available funds at the then address of the Indemnified Party for notice purposes pursuant to this Agreement. 8.4.2 If, within 30 business days of receipt of a Claim Notice involving a third party Claim, the Party Indemnifying does not elect in writing to control the defense of the Claim described therein or does not thereafter actively and in good faith prosecute the defense thereof (including, if necessary, by all appropriate legal proceedings, including appeal), the Indemnified Party may (but shall have no obligation to) elect to thereafter control all aspects of the defense of any such Claim with attorneys of its choice, at the expense of the Party Indemnifying, and the Party Indemnifying shall be bound by the result obtained with respect thereto by the Indemnified Party. 8.4.3 If the Party Indemnifying elects to conduct the defense of a third party Claim, such may be conducted in the name and on behalf of the Party Indemnifying or the Indemnified Party as may be appropriate. Such contest shall be conducted by attorneys selected and employed and compensated by the Party Indemnifying; provided, the Indemnified Party shall have the right to participate in such proceedings and to be represented by attorneys of its own choosing; however, the cost and expense attributable to such attorneys employed by the Indemnified Party shall be borne solely by the Indemnified Party. Even if the Indemnified Party joins in any such contest, the Party Indemnifying shall have full authority to determine all action to be taken with respect thereto; provided, however, that no Encumbrance on any asset of the Indemnified Party shall result therefrom and that no judgment, award, decree, order, injunction or equitable relief binding on the Indemnified Party shall be agreed to by the Indemnifying Party without the written consent of the Indemnified Party which consent shall not be unreasonably withheld. Any refusal to consent shall be based on written advice by legal counsel to the Indemnified Party. The Indemnified Party shall at all times retain the right to settle any Claim. If such settlement is without the written consent of the Indemnifying Party (which will not be unreasonably withheld or delayed), the Indemnifying Party shall be relieved of its obligations with respect to any claim made against a party entitled to indemnification such Claim under this Article VIII ("Indemnified Party" for Eight. 8.4.4 At any time after commencement of the purpose defense of this Section 8.3) unless such any Claim, the Party Indemnifying may request the Indemnified Party will have notified to agree in writing to the abandonment of such contest or to the payment or compromise by the Party Indemnifying of such Claim, whereupon such action shall be taken unless the Indemnified Party determines that the contest should be continued, and so notifies the Party Indemnifying in writing within a reasonable time after 15 working days of such request from the summons or other first legal process giving information Party Indemnifying. If the Indemnified Party determines that the contest should be continued, the Party Indemnifying shall be liable hereunder only to the extent of the nature lesser of (i) the amount which the other party(ies) to the contested Claim had agreed to accept in payment or compromise as of the claim will have been served upon such Indemnified time the Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have made its request for abandonment to the Indemnified Party against whom or (ii) the amount for which the Party Indemnifying is found to be liable with respect to such action is brought otherwise than on account Claim, so long as no legal or property right of the indemnification provision of this Article VIII, except to the extent that the failure to notify results Indemnified Party hereunder shall be lessened or reduced in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely value as a result of failure to give such noticethe payment or compromise. In case any such action is brought against the Indemnified Party, the The Partying Indemnifying Party will shall be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will 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 the Indemnified Party any additional expenses (including reasonable attorneys' fees) incurred by such Party Indemnifying as a result of such decision by the Indemnifying Party's election Indemnified Party to assume continue to contest such Claim. 8.4.5 If requested by the defense thereofParty Indemnifying, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable agrees to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection cooperate with the defense thereof Party Indemnifying in contesting any Claim which the Party Indemnifying elects to contest or, if necessary to preserve the right to assert the same, in making any counterclaim against the Person asserting the Claim, or any cross-complaint against any other than reasonable costs of investigationPerson; provided, unless: (a) the Party Indemnifying Party and shall reimburse the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to for any such proceeding reasonable expenses (including any impleaded partiesreasonable attorneys' fees) include both the Indemnifying Party and the Indemnified Party and representation of both parties incurred by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained it in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementso cooperating.

Indemnification Procedure. Any person obligated (i) Promptly after receipt by an Indemnified Party of notice of the commencement of any action or proceeding involving a claim to provide which indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will 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 is being sought, such Indemnified Party will have notified the Indemnifying Party in writing within will, if a reasonable time after the summons or other first legal process giving information claim is to be made against GPI, give written notice to GPI of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice commencement of such service on any designated agent)action or proceeding; provided, but however, that failure so to notify the Indemnifying Party of any such claim will GPI shall not relieve the Indemnifying Party GPI from any liability which it GPI may have with respect to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIIIclaim, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and GPI is actually materially prejudiced by such Indemnifying Party is damaged solely as a result of failure to give such notice. . (ii) In case any such action is brought against the an Indemnified Party, unless in such Indemnified Party's reasonable judgment a conflict of interest between the Indemnifying Indemnified Party will be entitled to participateand GPI may exist in respect of such claim, at its own expense, in the defense thereof. The Indemnifying Party also will GPI shall be entitled to assume and control the defense thereofof such action 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 GPI to the such Indemnified Party of the Indemnifying Party's its election so to assume and control the defense thereofof such action, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will GPI shall not be liable to such party under this Agreement Indemnified Party for any legal or other expenses subsequently incurred by such party independently the latter in connection with the defense thereof of such action other than reasonable costs of investigation. Notwithstanding the foregoing, unless: (a) in any such action, any Indemnified Party shall have the Indemnifying right to retain its own counsel, but the fees and disbursements of such counsel shall be at the expense of such Indemnified Party and unless GPI shall have failed to retain counsel for the Indemnified Party will have mutually agreed Party. It is understood that GPI shall not, in connection with any action or related actions in the same jurisdiction, be liable for the fees and disbursements of more than one separate firm qualified in such jurisdiction to the retention of such counsel; or (b) the named parties to act as counsel for all Indemnified Parties, unless in any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party's reasonable judgment a conflict of interest between such Indemnified Party and representation any other Indemnified Party may exist in respect of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themsuch claim. The Indemnifying Party will GPI shall not be liable for any settlement of any proceeding effected without its the written consent of GPI but if settled with such consent or if there is be a final judgment for the plaintiff, the Indemnifying Party GPI agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law ; GPI shall not, without the consent of the parties Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Within five business days of the final determination of any such settlement or judgment, GPI shall deliver or shall instruct the Escrow Agent to deliver to the Indemnified Party HRPT Common Shares issued in the Merger having a value, determined under Section 2(c)(iv), sufficient to satisfy the amount of such claim as finally determined. (iii) If an Indemnified Party shall claim a right to payment pursuant to this Agreement will be entitled with respect to which there has been no action or proceeding involving such claim pursuant to Section 2(c)(i) above, such Indemnified Party shall send written notice of such claim to GPI. Such notice shall specify the basis for such claim. As promptly as possible after the Indemnified Party has given such notice, such Indemnified Party and GPI shall establish the merits and amount of such claim (by mutual agreement or arbitration) and, within five business days of the final determination of the merits and amount of such claim, GPI shall deliver (or shall instruct the Escrow Agent to deliver) to the benefits Indemnified Party the amount of such claim as finally determined. HRPT Common Shares issued in the Merger having a value, determined under Section 2(c)(iv), sufficient to satisfy the amount of such claim as finally determined. (iv) For purposes of Paragraphs 2(c)(ii) and 2(c)(iii), HRPT Common Shares issued GPI in the Merger that are delivered in satisfaction of a claim made hereunder shall be valued at the greater of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreementclosing sale price for an HRPT Common Share as reported by the NYSE for the trading day next prior to delivery or the Merger Price.

Indemnification Procedure. Any person obligated to provide indemnification If either QLT or RGX or any of their respective Affiliates (in this Article 10, an “Indemnified Party”), receives any written Claim which it believes is the subject of, or otherwise believes that circumstances exist giving rise to, an indemnity under this Agreement by either RGX or QLT, as the case may be (in this Article VIII ("10, an “Indemnifying Party" for ”), the purpose Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice of this Section 8.3) will not be liable under the indemnification provisions Claim or circumstances to the Indemnifying Party, including full particulars of this Article VIII with respect the claim or circumstances to any claim made against a party entitled the extent known to indemnification under this Article VIII ("the Indemnified Party" for , provided, however, that the purpose of this Section 8.3) unless such Indemnified Party will have notified failure to give timely notice to 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will as contemplated hereby shall not relieve release the Indemnifying Party from any liability which it may have to indemnify any persons indemnified under this Article 10. Unless such Claim is subject to the Indemnified Party against whom such action is brought otherwise than on account provisions of the indemnification provision of this and process outlined in 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 Party7, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will 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 will 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: following shall apply: (a) the Indemnifying Party shall have the right, by prompt notice to the Indemnified Party, to assume the defense of the Claim with counsel reasonably satisfactory to the Indemnified Party, and at the cost of the Indemnifying Party. Notwithstanding the foregoing, in the event that the Claim relates to product liability and claims either unspecified damages or damages in excess of $[***]) then QLT shall have the right to assume the defense of the Claim with counsel reasonably satisfactory to RGX and the costs of such defense shall be shared equally by QLT and RGX; (b) if the Indemnifying Party does not so assume the defense of the Claim, the Indemnified Party will have mutually agreed to may assume the retention defense with counsel of such counsel; or its choice at the sole expense of the Indemnifying Party; (bc) the named parties to any such proceeding (including any impleaded parties) include both if the Indemnifying Party and assumes the defense of the Claim, the Indemnified Party and representation may participate therein through counsel of both parties its choice, but the cost of such counsel shall be borne solely by the same counsel would Indemnified Party; (d) any party not assuming the defense of any such Claim shall render all reasonable assistance to the party assuming the defense, and all out-of-pocket costs of this assistance shall be inappropriate due to actual or potential differing interests between them. The borne solely by the Indemnifying Party will Party; and (e) no Claim shall be settled other than by the party defending the Claim, and then only with the consent of the other party, which shall not be liable for unreasonably withheld, provided, however, that the Indemnified Party shall have no obligation to consent to any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify Claim which imposes on the Indemnified Party from any liability or obligation which cannot be assumed and against any loss or liability performed in full by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this AgreementIndemnifying Party.

Indemnification Procedure. Any person obligated to provide Except for any Third-Party Claims, any claim for indemnification by an Indemnified Party under this Article VIII Section 8 (a "Claim") shall be resolved in the manner set forth in this Section 8(t), as follows: (i) Promptly on becoming aware of any circumstances which have given or could give rise to a Claim, the Indemnified Party shall provide the Indemnifying Party" for Party with a certificate in writing (a ''Claim Certificate") setting forth in reasonable detail the basis of such Claim in respect of which payment pursuant to this Section 8 is then being sought and the amount to be paid in respect thereof (ii) Following receipt of the Claim Certificate, the Indemnifying Party shall have thirty (30) days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of this Section 8.3) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent)that investigation, but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice shall make available 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 information relied on by the Indemnified PartyParty to substantiate the Claim, together with such information as the Indemnifying Party will be entitled to participate, at its own expense, in may reasonably request. (iii) In the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from event the Indemnifying Party does not dispute a Claim within thirty(30) days after the delivery of the Claim Certificate, then the Claim will be deemed to the Indemnified Party of be accepted by the Indemnifying Party's election to assume . (iv) In the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and event the Indemnifying Party will not be liable to such party under this Agreement for any legal disputes all or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs a portion of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party a Claim 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 will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees are unable to indemnify reach an agreement regarding within thirty (30) days after the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law Indemnifying Party's receipt of the parties to this Agreement Claim Certificate, then the Claim will be entitled to resolved by a court of competent jurisdiction as set forth in Section 11(p) below. In any proceeding, the benefits court will take into consideration the amount of the any limitations on indemnification contained set forth in this Article VIII. The indemnification provisions contained in this Article VIII will 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 8.3) will 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 will 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 will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification 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 will 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 will 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: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is 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 will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.the