Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. Each person entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

Indemnification Procedures. Each person entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of If any action commenced shall be brought against or by it any Indemnified Party in respect of which indemnity may be sought hereunderpursuant to this Agreement, but failure to so such Indemnified Party shall promptly notify an the Indemnifying Party shall not release such Indemnifying Party from any liability that it may havein writing, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, and the Indemnifying Party shall have the right to assume the defense thereof with counsel of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described belowits own choosing. In any such action, any Any Indemnified Party shall have the right to retain its own counselemploy separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between themParty. The Indemnifying Party shall will not be liable to any Indemnified Party under this Article 5 for any settlement of any proceeding by an Indemnified Party effected without its the Indemnifying Party’s prior written consent (consent, which shall not be unreasonably withheld or delayed by such Indemnifying Party)delayed; or to the extent, but if settled with such consent or if there be final judgment for only to the plaintiffextent that a loss, the Indemnifying Party shall indemnify the Indemnified Party from and against any lossclaim, damage or liability by reason of such settlement or judgmentis attributable to any Indemnified Party’s indemnification pursuant to this Article 5.

Indemnification Procedures. Each person entitled to indemnification The Party claiming indemnity under this Section 5 Article 11 (an the “Indemnified Party”) shall give written notice as to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly as reasonably practicable to each party required to provide indemnification under this Section 5 after learning of any the claim, suit, proceeding or cause of action commenced against or by it in respect of for which indemnity may be is being sought hereunder, but failure to so notify an (“Claim”). The Indemnified Party shall provide the Indemnifying Party shall not release such Indemnifying Party from any liability that it may havewith reasonable assistance, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. Upon The Indemnified Party may participate in and monitor such notificationdefense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain assume and conduct the defense of the Claim with counsel of its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between themchoice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be liable for unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle any such Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement of with respect to the Claim in any proceeding effected without its written manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintifffrom, the Indemnifying Party shall in connection therewith), and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentas provided in this Article 11.

Indemnification Procedures. Each In case any proceeding (including any governmental investigation) shall be instituted involving any person entitled in respect of which indemnity may be sought pursuant to indemnification under this Section 5 9, such person (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced notify the person against or by it in respect of which whom such indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced (the position of the “Indemnifying Party. Upon such notification, ”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such action if it is a claim brought by a third partyIndemnified Party, and, if and after such assumption, shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not be entitled relieve the Indemnifying Party of its obligations hereunder except to reimbursement of any expenses incurred the extent (and only to the extent that) that the Indemnifying Party is materially prejudiced by it in connection with such action except as described belowfailure to notify. In any such actionproceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (Ai) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, retention of such counsel or (Bii) in the named parties in any reasonable judgment of such action (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 or conflicting interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed by such Indemnifying Partydelayed), but if settled with such consent consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify the and hold harmless such Indemnified Party Parties from and against any loss, damage loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Indemnification Procedures. Each person entitled to indemnification under this Section 5 6 (for the purpose of this Section 6(f) only, an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 6 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (Ai) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (Bii) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

Indemnification Procedures. Each person entitled to Promptly after receipt by the Insurance Company or State Street of notice of a matter that may be covered under the indemnification under this provisions of Section 5 5.1 or 5.3, as applicable (an each, a “Indemnified PartyClaim”), the party making a claim for indemnification (the “Claimant”) shall give notice as promptly as reasonably practicable to each notify the other party required to provide from which the Claimant is seeking indemnification under this Section 5 (the “Indemnitor”); provided, however, that a delay by Claimant in notifying Indemnitor of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party a Claim shall not release permit Indemnitor to avoid its indemnification obligations hereunder except to the extent Indemnitor is actually prejudiced by such Indemnifying Party from any liability that delay. The Claimant shall provide the Indemnitor with complete details and pleadings requested by the Indemnitor concerning the Claim and shall cooperate fully and in good faith with the Indemnitor in investigating and defending the Claim. The Indemnitor will be entitled to timely participate at its own expense in the defense, or, if it may haveso elects, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Indemnitor elects to assume the defense of any such action if it is a claim brought by a third party, and, if suit and after such assumptionretain counsel, the Indemnifying Party Claimant and/or any of its affiliated persons named as defendant or defendants in the suit may retain additional counsel but Claimant shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but bear the fees and expenses of such counsel unless the Indemnitor shall be at have specifically authorized the expense retaining of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party counsel. The Claimant shall have mutually agreed to the contrary, in no event confess any claim or (B) the named parties settle or make any compromise in any such action (including any impleaded parties) include both case in which the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would Indemnitor may be inappropriate due required to actual or potential differing or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentClaimant except with the Indemnitor’s prior written consent.

Indemnification Procedures. Each person Person entitled to indemnification under this Section 5 (an “"Indemnified Party”") shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 (an "Indemnifying Party") of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release relieve such Indemnifying Party from any liability that it may have, have otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, assumption the Indemnifying Indemnified Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (Ai) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (Bii) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

Indemnification Procedures. Each person entitled (a) If an indemnified party shall desire to assert any claim for indemnification provided for under this Section 5 5.8 in respect of, arising out of or involving a Claim against the indemnified party, such indemnified party shall notify the Company or the Amneal Group Member, as the case may be (an the “Indemnified Indemnifying Party”), in writing of such Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”) shall give promptly after receipt by such indemnified party of written notice as promptly as reasonably practicable to each party required of the Claim; provided, however, that failure to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party a Claim Notice shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced affect the position of indemnification obligations provided hereunder except to the Indemnifying Party. Upon such notification, extent the Indemnifying Party shall assume the defense have been materially prejudiced as a result of such action if it is a claim brought failure. The indemnified party shall deliver to the Indemnifying Party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by a third partythe indemnified party relating to the Claim; provided, andhowever, if and after that failure to provide any such assumption, copies shall not affect the indemnification obligations provided hereunder except to the extent the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except have been materially prejudiced as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses a result of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentfailure.

Indemnification Procedures. Each person entitled to If a third party asserts any claim or allegation which, if proven, would trigger the indemnification under this Section 5 (an “Indemnified Party”) obligations set forth in paragraphs 12.1 and 12.2, the indemnifying party shall give notice as be notified promptly as reasonably practicable to each of such claim by the indemnified party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position and given control of the Indemnifying Partydefense and/or settlement thereof. Upon such notification, After notice from the Indemnifying Party shall indemnifying party to the indemnified party of its election to assume the defense of such action if it is a claim brought by a third party, and, if and after such assumptionor action, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party indemnifying party shall not be liable to the indemnified party under this paragraph 12 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding effected without its written in respect of which any indemnified party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all such liability on claims that are the subject matter of such proceeding. Moreover Developer shall not, in the absence of the consent of Publisher (which shall not be unreasonably withheld or delayed by such Indemnifying Partydelayed), but if settled effect any settlement of any pending, threatened or actual proceeding or claim which has the effect of compromising in any way the rights, interests and licenses in the Product or the license granted to Publisher hereunder. The foregoing provisions of this paragraph 12 state the entirety of the parties’ obligations with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against respect to any loss, damage or liability claim by reason of such settlement or judgmentany third party.

Indemnification Procedures. Each person entitled to Promptly after receipt by the Fund or State Street of notice of a matter that may be covered under the indemnification under this provisions of Section 5 5.1 or 5.3, as applicable (an each, a “Indemnified PartyClaim”), the party making a claim for indemnification (the “Claimant”) shall give notice as promptly as reasonably practicable to each notify the other party required to provide from which the Claimant is seeking indemnification under this Section 5 (the “Indemnitor”); provided, however, that a delay by Claimant in notifying Indemnitor of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party a Claim shall not release permit Indemnitor to avoid its indemnification obligations hereunder except to the extent Indemnitor is actually prejudiced by such Indemnifying Party from any liability that delay. The Claimant shall provide the Indemnitor with complete details and pleadings requested by the Indemnitor concerning the Claim and shall cooperate fully and in good faith with the Indemnitor in investigating and defending the Claim. The Indemnitor will be entitled to timely participate at its own expense in the defense, or, if it may haveso elects, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Indemnitor elects to assume the defense of any such action if it is a claim brought by a third party, and, if suit and after such assumptionretain counsel, the Indemnifying Party Claimant and/or any of its affiliated persons named as defendant or defendants in the suit may retain additional counsel but Claimant shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but bear the fees and expenses of such counsel unless the Indemnitor shall be at have specifically authorized the expense retaining of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party counsel. The Claimant shall have mutually agreed to the contrary, in no event confess any claim or (B) the named parties settle or make any compromise in any such action (including any impleaded parties) include both case in which the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would Indemnitor may be inappropriate due required to actual or potential differing or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentClaimant except with the Indemnitor’s prior written consent.

Indemnification Procedures. Each person entitled to Promptly after receipt by the Fund or Custodian of notice of a matter that may be covered under the indemnification under this provisions of Section 5 15.1 or 15.4, as applicable (an “Indemnified PartyClaim”), such party (“Claimant”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 notify the other (“Indemnitor”); provided, however, that a delay by Claimant in notifying Indemnitor of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party a Claim shall not release permit Indemnitor to avoid its indemnification obligations hereunder except to the extent Indemnitor is actually prejudiced by such Indemnifying Party from any liability that delay. The Claimant shall provide the Indemnitor with such complete details and pleadings as are requested by the Indemnitor concerning the Claim and shall cooperate fully and in good faith with the Indemnitor in investigating and defending the Claim. The Indemnitor will be entitled to participate at its own expense in the defense, or, if it may haveso elects, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall to assume the defense of any suit brought to enforce any liability subject to the indemnifications provided in Section 15.1 or 15.4, as applicable. In the event the Indemnitor elects to assume the defense of any such action if it is a claim brought by a third party, and, if suit and after such assumptionretain counsel, the Indemnifying Party Claimant and/or any of its affiliated persons named as defendant or defendants in the suit may retain additional counsel but shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but bear the fees and expenses of such counsel unless the Indemnitor shall be at have specifically authorized the expense retaining of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party counsel. The Claimant shall have mutually agreed to the contrary, in no event confess any claim or (B) the named parties settle or make any compromise in any such action (including any impleaded parties) include both case in which the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would Indemnitor may be inappropriate due required to actual or potential differing or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentClaimant except with the Indemnitor’s prior written consent.

Indemnification Procedures. Each person entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give Party shall, upon receipt of written notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any claim or the service of any summons or other initial legal process upon it in any action commenced instituted against or by it it, in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this the indemnity agreement so long as contained in Section 2.2 hereof, promptly give written notice of such claim, but in any event within 10 business days after receipt of such notice by the Indemnified Party, or the commencement of such action to the Trust; provided, however, that the failure to promptly provide such notice within such time period shall not have materially affect the rights of such Indemnified Party to indemnification hereunder except to the extent the Trust is prejudiced the position of the Indemnifying Partythereby. Upon such notification, the Indemnifying Party The Trust shall assume the defense of such action claim or action, and (i) such defense shall be conducted by counsel chosen by the Trust, which counsel shall be reasonably satisfactory to the Indemnified Party against whom the claim is asserted or who is the defendant in such action, and (ii) such Indemnified Party may retain additional counsel; provided, however, that such Indemnified Party shall bear all of the fees and expenses of any counsel retained by it, except that if it is a claim brought by a third party, and, if an actual conflict of interest exists between the Trust and after such assumptionan Indemnified Party, the Indemnifying Party Trust will pay the reasonable fees and expenses of any counsel reasonably satisfactory to the Trust retained by such Indemnified Party. The Trust shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In settle or compromise any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be claim or action unless at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason time of such settlement or judgmentand compromise such liability is fully satisfied by the Trust.

Indemnification Procedures. Each person In any case under this Agreement where one party has indemnified the other against any claim or legal action, indemnification will be conditioned on compliance with the procedure outlined below. Provided that prompt notice is given of any claim or suit for which indemnification might be claimed, the indemnifying party promptly will defend, contest or otherwise protect against any such claim or suit (including by way of settlement and release) at its own cost and expense. The indemnified party may, but will not be obligated to, participate at its own expense in a defense thereof by counsel of its own choosing, but the indemnifying party will be entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable control the defense unless the indemnified party has relieved the indemnifying party from liability with respect to each the particular matter. If the indemnifying party required fails timely to provide indemnification under this Section 5 of defend, contest or otherwise protect against any action commenced against such claim or by it in respect of which indemnity may be sought hereundersuit, the indemnified party may, but failure to so notify an Indemnifying Party shall will not release be obligated to, defend, contest or otherwise protect against the same, and make any compromise or settlement thereof and recover the entire costs thereof from the indemnifying party, including reasonable attorneys fees, disbursements and all amounts paid as a result of such Indemnifying Party from any liability claim or suit or the compromise or settlement thereof; provided, however, that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced if the position of indemnifying party undertakes the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the timely defense of such action if it is a claim brought by a third party, and, if and after such assumptionmatter, the Indemnifying Party shall indemnified party will not be entitled to reimbursement of any expenses recover from the indemnifying party its costs incurred by it in the defense thereof. The indemnified party will cooperate and provide such assistance as the indemnifying party may reasonably request in connection with such action except as described below. In any such action, any Indemnified Party shall have the right defense of the matter subject to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentindemnification.

Indemnification Procedures. Each person entitled to If a third party asserts any claim or allegation which, if proven, would trigger the indemnification under this Section 5 (an “Indemnified Party”) obligations set forth in paragraphs 9.1 and 9.2, the indemnifying party shall give notice as be notified promptly as reasonably practicable to each of such claim by the indemnified party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position and given control of the Indemnifying Partydefense and/or settlement thereof. Upon such notification, After notice from the Indemnifying Party shall indemnifying party to the indemnified party of its election to assume the defense of such action if it is a claim brought by a third party, and, if and after such assumptionor action, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party indemnifying party shall not be liable to the indemnified party under this paragraph 9 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding effected without its written in respect of which any indemnified party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all such liability on claims that are the subject matter of such proceeding. Moreover Developer shall not, in the absence of the consent of Publisher (which shall not be unreasonably withheld or delayed by such Indemnifying Partydelayed), but if settled effect any settlement of any pending, threatened or actual proceeding or claim which has the effect of compromising in any way the rights, interests and licenses in the Product or the license granted to Publisher hereunder. The foregoing provisions of this paragraph 9 state the entirety of the parties’ obligations with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against respect to any loss, damage or liability claim by reason of such settlement or judgmentany third party.

Indemnification Procedures. Each person entitled to Any BVL Indemnitees or Customer Indemnitees (collectively, “Indemnitees”) seeking indemnification under this Section 5 8.1 or 8.2, agrees to notify the indemnifying Party within ten (an “Indemnified Party”10) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 business days of receipt of any action commenced against Claims, demands or by it in respect threats of suit for which indemnity such Party may be sought hereunderliable under Section 8.1 or 8.2 as the case may be; provided, but however, that failure to so notify an Indemnifying Party give such notification shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced affect the position of indemnification to be provided hereunder except to the Indemnifying Party. Upon such notification, extent the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified indemnifying Party shall have the right to retain its own counsel, but the fees and expenses been actually prejudiced as a result of such counsel shall be at failure (except that the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee(s) failed to give such notice). The indemnifying Party shall have the right, but not the obligation, to defend, to employ counsel of its choosing, to control, to negotiate, and to settle such claims; provided, however, that the Indemnitee(s) shall be entitled to participate in the defense of such matter and to employ counsel at its expense to assist therein. The Indemnitee(s) shall provide the indemnifying Party with such information and assistance as the indemnifying Party may reasonably request, at the expense of the indemnifying Party. The Parties understand that no insurance deductible shall be credited against losses for which a Party is responsible under this Article 8. No indemnifying Party under Section 8.1 or 8.2 may compromise or settle any Claim or pay any settlement amount in the connection with the compromise or settlement of any proceeding effected Claim without its the prior written consent (which shall of Indemnitee, such written consent not to be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentdelayed.

Indemnification Procedures. Each person entitled (a) If an indemnified party shall desire to assert any claim for indemnification provided for under this Section 5 6.6 in respect of, arising out of or involving a Claim against the indemnified party, such indemnified party shall notify the Company or the Shareholder, as the case may be (an the “Indemnified Indemnifying Party”), in writing of such Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”) shall give promptly after receipt by such indemnified party of written notice as promptly as reasonably practicable to each party required of the Claim; provided, however, that failure to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party a Claim Notice shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced affect the position of indemnification obligations provided hereunder except to the Indemnifying Party. Upon such notification, extent the Indemnifying Party shall assume the defense have been materially prejudiced as a result of such action if it is a claim brought failure. The indemnified party shall deliver to the Indemnifying Party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by a third partythe indemnified party relating to the Claim; provided, andhowever, if and after that failure to provide any such assumption, copies shall not affect the indemnification obligations provided hereunder except to the extent the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except have been materially prejudiced as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses a result of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentfailure.

Indemnification Procedures. Each person entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of If any action commenced will be brought against or by it any party in respect of which indemnity may be sought hereunderpursuant to this Agreement (the "Indemnified Party"), but failure to so such Indemnified Party will promptly notify an Indemnifying Party shall not release such Indemnifying Party the party from any liability that it may have, otherwise than on account of this whom indemnity agreement so long as such failure shall not have materially prejudiced is being sought (the position of the "Indemnifying Party. Upon such notification") in writing, and the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall will have the right to retain assume the defence thereof with counsel of its own counselchoosing. Any Indemnified Party will have the right to employ separate counsel in any such action and participate in the defence thereof, but the fees and expenses of such counsel shall will be at the expense of such Indemnified Party unless (A) except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defence and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between themParty. The Indemnifying Party shall will not be liable to any Indemnified Party under this Section 12 for any settlement of any proceeding by an Indemnified Party effected without its the Indemnifying Party's prior written consent, which consent (which shall will not be unreasonably withheld withheld, conditioned or delayed by such Indemnifying Party)delayed; or to the extent, but if settled with such consent or if there be final judgment for only to the plaintiffextent that a loss, the Indemnifying Party shall indemnify the Indemnified Party from and against any lossclaim, damage or liability by reason of such settlement or judgmentis attributable to any Indemnified Party's indemnification pursuant to this Section 12.

Indemnification Procedures. Each person entitled (a) In the case of any Proceeding with respect to indemnification which Sprint (the “Indemnifying Party”) is obligated under this Section 5 Article 13 to indemnify any NewCo Indemnified Person (an as the case may be, the “Indemnified Party”) shall ), the Indemnified Party will give prompt written notice as promptly as reasonably practicable thereof to each party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notificationIn the event of any Proceeding asserted by any third party (a “Third Party Claim”), the Indemnifying Party shall may assume the defense of such action if it is a claim brought Third Party Claim by a third party, and, if and employment of counsel reasonably satisfactory to the Indemnified Party no later than 30 days after such assumption, the date of the notice. The Indemnified Party’s delay or failure to notify timely the Indemnifying Party shall will not be entitled relieve the Indemnifying Party of its obligations under this Article 13, except to reimbursement of any expenses incurred by the extent the delay has an adverse impact on the Indemnifying Party’s ability to defend against the Damages. If the Indemnifying Party does assume the defense, the Indemnified Party may, if it in connection with such action except as described belowso desires, employ counsel at its own expense. In any such actionaddition, any where the named parties to a Proceeding include both the Indemnifying Party and an Indemnified Party, the Indemnified Party shall have the right be entitled to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party’s expense, where the Indemnified Party unless (A) has been advised by counsel that there are conflicts of interest between the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and which make representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentappropriate.

Indemnification Procedures. Each person entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (Ai) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (Bii) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

Indemnification Procedures. Each person entitled to indemnification under this Section 5 6 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 6 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (Ai) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (Bii) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

Indemnification Procedures. Each person Promptly after a Party entitled to indemnification under this Section 5 9.5 or 9.6 (an “Indemnified Indemnitee”) receives notice of any pending or threatened claim against it (an “Action”), such Indemnitee shall give written notice to the Party to whom the Indemnitee is entitled to look for indemnification pursuant to Section 9.5 or 9.6, as applicable (the “Indemnifying Party”) shall give notice as promptly as reasonably practicable ), of the commencement thereof; provided, that, the failure so to each party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an the Indemnifying Party shall not release such Indemnifying Party from relieve it of any liability that it may havehave to any Indemnitee hereunder, otherwise than on account of except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Action that is subject to indemnification under this indemnity agreement so long as such failure Article 9, shall not have materially prejudiced be brought against an Indemnitee and it shall give written notice to the position Indemnifying Party of the Indemnifying Party. Upon such notificationcommencement thereof, the Indemnifying Party shall be entitled to participate therein and, if it so desires, to assume the defense of thereof with counsel reasonably satisfactory to such action if it is a claim brought by a third party, Indemnitee and, if and after such assumptionnotice from the Indemnifying Party to the Indemnitee of its election to assume the defense thereof, the Indemnifying Party shall not be entitled liable to reimbursement such Indemnitee under this Article 9 for any fees of other counsel or any expenses other expenses, in each case subsequently incurred by it such Indemnitee in connection with such action except as described belowthe defense thereof, other ***Text Omitted and Filed Separately with the Securities and Exchange Commission. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.Confidential Treatment Requested Under

Indemnification Procedures. Each person Person entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 (an “Indemnifying Party”) of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release relieve such Indemnifying Party from any liability that it may have, have otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, assumption the Indemnifying Indemnified Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (Ai) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (Bii) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

Indemnification Procedures. Each person entitled If any third---party claim is commenced that is indemnified under Section 6.1 above, the indemnified party shall provide notice thereof to indemnification under this Section 5 (an “Indemnified Party”) shall give notice the indemnifying party as promptly as reasonably practicable practicable. The indemnifying party shall be entitled, if it so elects, in a notice promptly delivered to each party required the indemnified party, to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position immediately take control of the Indemnifying Partydefense and investigation of such claim and to employ and engage attorneys reasonably acceptable to the indemnified party to handle and defend the same, at the indemnifying party's sole cost and expense, provided that in all events ICANN will be entitled to control at its sole cost and expense the litigation of issues concerning the validity or interpretation of ICANN’s policies, Bylaws or conduct. Upon The indemnified party shall cooperate, at the indemnifying party's cost and expense, in all reasonable respects with the indemnifying party and its attorneys in the investigation, trial, and defense of such notificationclaim and any appeal arising therefrom, and may, at the Indemnifying Party shall indemnified party's own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy affecting the indemnified party other than the payment of money in an amount that is fully indemnified by the indemnifying party will be entered into without the consent of the indemnified party. If the indemnifying party does not assume full control over the defense of such action if it is a claim brought by a third party, and, if and after subject to such assumptiondefense in accordance with this Section 6.2, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall indemnified party will have the right to retain its own counseldefend the claim in such manner as it may deem appropriate, but the fees and expenses of such counsel shall be at the cost and expense of such Indemnified Party unless (A) the Indemnifying Party indemnifying party and the Indemnified Party indemnifying party shall have mutually agreed to the contrary, or (B) the named parties cooperate in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentdefense.

Indemnification Procedures. Each person entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of If any action commenced shall be brought against or by it any Indemnified Party in respect of which indemnity may be sought hereunderpursuant to this Agreement, but failure to so such Indemnified Party shall promptly notify an the Indemnifying Party shall not release such Indemnifying Party from any liability that it may havein writing, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, and the Indemnifying Party shall have the right to assume the defense thereof with counsel of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described belowits own choosing. In any such action, any Any Indemnified Party shall have the right to retain its own counselemploy separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between themParty. The Indemnifying Party shall will not be liable to any Indemnified Party under this Article 5 for any settlement of any proceeding by an Indemnified Party effected without its the Indemnifying Party’s prior written consent (consent, which shall not be unreasonably withheld or delayed by such Indemnifying Party)delayed; or to the extent, but if settled with such consent or if there be final judgment for only to the plaintiffextent that a loss, the Indemnifying Party shall indemnify the Indemnified Party from and against any lossclaim, damage or liability by reason of such settlement or judgment.is attributable to any Indemnified Party’s indemnification pursuant to this Article 5. ARTICLE 6

Indemnification Procedures. Each person entitled to indemnification under this Section 5 (Promptly after receipt by an “Indemnified Party”) shall give indemnified party of a notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against third-party claim or by it the commencement of any action, such indemnified party shall: (a) notify the indemnifying party in respect writing of which indemnity may be sought hereunderany such claim; (b) provide the indemnifying party with reasonable assistance to settle or defend such claim, but at the indemnifying party’s own expense; and (c) grant to the indemnifying party the right to control the defense and/or settlement of such claim, at the indemnifying party’s own expense; provided, however, that: (i) the failure to so notify an Indemnifying Party notify, provide assistance and grant authority and control shall only relieve the indemnifying party of its obligation to the indemnified party to the extent that the indemnifying party is prejudiced thereby; (ii) the indemnifying party shall not, without the indemnified party’s consent (such consent not release such Indemnifying Party from to be unreasonably withheld or delayed), agree to any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless settlement which: (A) makes any admission on behalf of the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, indemnified party; or (B) consents to any injunction against the named parties indemnified party (except an injunction relating solely to the indemnified party’s continued use of any infringing Deliverable or USCC Materials); and (iii) the indemnified party shall have the right, at its expense, to participate in any such action (including any impleaded parties) include both the Indemnifying Party legal proceeding to contest and the Indemnified Party defend a claim and representation to be represented by legal counsel of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party)choosing, but if settled with such consent or if there be final judgment for shall have no right to settle a claim without the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentindemnifying party’s written consent.

Indemnification Procedures. Each person entitled If a Party (the “Indemnitee”) intends to claim indemnification under this Section 5 Sections 11.1 or 11.2, as applicable, it shall promptly notify the other Party (an the “Indemnified PartyIndemnitor”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 in writing of any action commenced against or by it in respect of Claim for which indemnity may be sought hereunderthe Indemnitee intends to claim such indemnification, but failure and the Indemnitor shall have the right to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense thereof with counsel of its choice (provided that such action if it counsel is a claim brought by a third partyreasonably acceptable to the Indemnitee); provided, andhowever, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party that an Indemnitee shall have the right to retain its own counsel, but with the fees and expenses to be paid by the Indemnitor, if representation of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties Indemnitee by the same counsel retained by the Indemnitor would be inappropriate due to actual or reasonably-determined - potential differing or conflicting interests between themthe Indemnitee and any other Party represented by such counsel in such proceeding. The Indemnifying Party obligations of this Section 11.3 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under this Section 11.3. The Indemnitee, its employees and agents, shall [*] = Certain confidential information contained in this document, marked by such Indemnifying Party)brackets, but if settled has been omitted and filed separately with such consent or if there be final judgment for the plaintiffSecurities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentas amended.

Indemnification Procedures. Each person entitled (a) If an indemnified party shall desire to assert any claim for indemnification provided for under this Section 5 6.6 in respect of, arising out of or involving a Claim against the indemnified party, such indemnified party shall notify the Company or the Stockholders, as the case may be (an the “Indemnified Indemnifying Party”), in writing of such Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”) shall give promptly after receipt by such indemnified party of written notice as promptly as reasonably practicable to each party required of the Claim; provided, however, that failure to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party a Claim Notice shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced affect the position of indemnification obligations provided hereunder except to the Indemnifying Party. Upon such notification, extent the Indemnifying Party shall assume the defense have been actually and materially prejudiced as a result of such action if it is a claim brought failure. The indemnified party shall deliver to the Indemnifying Party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by a third partythe indemnified party relating to the Claim; provided, andhowever, if and after that failure to provide any such assumption, copies shall not affect the indemnification obligations provided hereunder except to the extent the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except have been actually and materially prejudiced as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses a result of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentfailure.

Indemnification Procedures. Each person entitled The indemnified Party shall notify the indemnifying Party in writing promptly upon becoming aware of any Claim to which such indemnification under this Section 5 (an “Indemnified Party”) may apply. The indemnifying Party shall give notice as promptly as reasonably practicable be relieved of its obligation of indemnification to each party required the extent, and only to the extent, the indemnifying Party is prejudiced by any failure of the indemnified Party to provide indemnification under this Section 5 the indemnifying Party with the foregoing notice of any action commenced against or by it in respect such Claim within a reasonable period of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Partytime. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified The indemnifying Party shall have the right to retain assume and control the defense of the Claim at its own counselcost. If the right to assume and have sole control of the defense is exercised by the indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified indemnified Party shall have mutually agreed the right to the contraryparticipate in, or (B) the named parties in any but not control, such action (including any impleaded parties) include both the Indemnifying Party defense at its own cost and the Indemnified Party indemnifying Party’s indemnity obligations shall be deemed not to include attorneys’ fees and representation of both parties litigation costs incurred by the same counsel would be inappropriate due indemnified Party after the assumption of the defense by the indemnified Party. If the indemnifying Party does not assume the defense of the Claim, the indemnified Party may defend the Claim at the indemnifying Party’s cost, but shall have no obligation to actual or potential differing or conflicting interests between themdo so. The Indemnifying indemnified Party shall not be liable for any settlement of any proceeding effected settle or compromise the Claim without its the prior written consent (of the indemnifying Party, and the indemnifying Party shall not settle or compromise the Claim in any manner which would have an adverse effect on the indemnified Party without the consent of the indemnified Party, which consent, in each case, shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying delayed. The indemnified Party shall indemnify reasonably cooperate with the Indemnified indemnifying Party from and against any loss, damage or liability by reason shall make available to the indemnifying Party all pertinent information under the control of such settlement or judgmentthe indemnified Party.

Indemnification Procedures. Each person entitled to indemnification (a) Promptly after receipt by an indemnified party under this Section 5 2 of notice of the commencement of any action (an “Indemnified Party”) shall give notice as promptly as reasonably practicable including any governmental action), such indemnified party will, if a claim in respect thereof is to each be made against any indemnifying party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder2, but failure deliver to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position indemnifying party a written notice of the Indemnifying Party. Upon such notificationcommencement thereof and the indemni- fying party shall have the right to participate in, and, to the Indemnifying Party shall extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense of such action if it is a claim brought by a third partythereof with counsel mutually satisfactory to the parties; provided, andhowever, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party that an indemnified party shall have the right to retain its own counsel, but with the fees and expenses to be paid by the indemnifying party, if representation of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties indemnified party by the same counsel retained by the indemnifying party would be inappropriate due to actual or potential differing or conflicting interests between themsuch indemnified party and any other party represented by such counsel in such proceeding. The Indemnifying Party shall not be liable for any settlement failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any proceeding effected without such action, if prejudicial to its written consent (which ability to defend such action, shall not be unreasonably withheld or delayed by relieve such Indemnifying Party)indemnifying party of any liability to the indemnified party under this Section 2, but if settled with such consent or if there be final judgment for the plaintiff, omission so to deliver written notice to the Indemnifying Party shall indemnify the Indemnified Party from and against indemnifying party will not relieve it of any loss, damage or liability by reason of such settlement or judgmentthat it may have to any indemnified party otherwise than under this Section 2.

Indemnification Procedures. Each person entitled to indemnification The Party claiming indemnity under this Section 5 Article 9 (an the “Indemnified Party”) shall give written notice as to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly as reasonably practicable to each party required to after learning of such Claim. The Indemnified Party shall provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an the Indemnifying Party shall not release such Indemnifying Party from any liability that it may havewith reasonable assistance, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. Upon The Indemnified Party may participate in and monitor such notificationdefense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right to assume and conduct the defense of such action if it is a claim brought by a third party, and, if and after such assumptionthe Claim with counsel of its choice. Unless the settlement involves only the payment of money, the Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, such consent not to be entitled to reimbursement unreasonably withheld, conditioned or delayed. So long as the Indemnifying Party is conducting the defense of any expenses incurred by it the Claim in connection with such action except as described below. In any such actiongood faith, any the Indemnified Party shall have not settle or compromise any such Claim without the right to retain its own counselprior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, but (a) the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (Aand the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed remain responsible to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentas provided in this Article 9.

Indemnification Procedures. Each person entitled to indemnification In the event that a Party claiming indemnity under this Section 5 5.A (an the “Indemnified Party”) shall give notice as becomes aware of any Claim for which it seeks indemnification from the other Party (the “Indemnifying Party”), the Indemnified Party shall: (a) reasonably promptly as reasonably practicable to each party required notify Indemnifying Party thereof, in no event later than ten (10) business days after the Indemnified Party becomes aware of such Claim (provided that failure to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall such notice will not release such the Indemnifying Party from any liability of its indemnity obligations hereunder except to the extent that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of increases the Indemnifying Party's indemnity obligation); (b) permit the Indemnifying Party to assume control of the defense or settlement of the Claim; (c) at the Indemnifying Party’s expense, provide the Indemnifying Party with reasonable cooperation in the defense or settlement thereof; and (d) not settle any such claim without the Indemnifying Party’s written consent, not to be unreasonably withheld. Upon The Indemnified Party may participate in and monitor such notificationdefense with counsel of its own choosing at its sole expense. If the Indemnifying Party does not assume and conduct the defense of the claim as provided above, (x) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third partyin connection therewith), and, if and after such assumption, (y) the Indemnifying Party shall not be entitled remain responsible to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.as provided in this Section 5.A.

Indemnification Procedures. Each person entitled to The Party seeking indemnification under this Section 5 10.1 or 10.2, as applicable (an the “Indemnified Party”) shall give prompt notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 the Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion or commencement of any action commenced against or by it Claim in respect of which indemnity may be sought hereunderunder Section 10.1 or 10.2, but as applicable, and shall provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify an give such notice shall relieve the Indemnifying Party shall not release such of any liability hereunder only to the extent that the Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Partyhas suffered actual prejudice thereby. Upon such notification, the The Indemnifying Party shall assume and control the defense and settlement of any such action if it is a claim brought by a third partyaction, andsuit or proceeding at its own expense; provided, however, if the Indemnified Party is TYME, it shall assume and after control the defense and settlement of any such assumptionaction, suit or proceeding. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in such defense, at the Indemnifying Party’s expense. The Indemnified Party shall be entitled at its own expense to participate in such defense and to employ separate counsel for such purpose. For so long as the Indemnifying Party is diligently defending any proceeding pursuant to this Section 10.3, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except liable under Section 10.1 or 10.2, as described below. In any such actionapplicable, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its consent. No Party shall enter into any compromise or settlement which commits the other Party to take, or to forbear to take, any action without the other Party’s prior written consent (which shall not be unreasonably withheld unless such compromise or delayed settlement includes no payments by such Indemnifying the Indemnified Party), but if settled with such consent or if there be final judgment for the plaintiffan unconditional release of, the Indemnifying Party shall indemnify and no admission of liability by, the Indemnified Party from and against any loss, damage or all liability by reason in respect of such settlement or judgmentClaim).

Indemnification Procedures. Each person entitled to indemnification In the event that a Party claiming indemnity under this Section 5 Article 11 (an the “Indemnified Party”) shall give notice as becomes aware of any Claim for which it seeks indemnification from the other Party (the “Indemnifying Party”), the Indemnified Party shall: (i) reasonably promptly as reasonably practicable to each party required notify Indemnifying Party thereof, in no event later than ten (10) business days after the Indemnified Party becomes aware of such Claim (provided that failure to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall such notice will not release such the Indemnifying Party from any liability of its indemnity obligations hereunder except to the extent that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of increases the Indemnifying Party’s indemnity obligation); (ii) permit the Indemnifying Party to assume control of the defense or settlement of the Claim; (iii) at the Indemnifying Party’s expense, provide the Indemnifying Party with reasonable cooperation in the defense or settlement thereof; and (iv) not settle any such claim without the Indemnifying Party’s written consent, not to be unreasonably withheld. Upon The Indemnified Party may participate in and monitor such notificationdefense with counsel of its own choosing at its sole expense. If the Indemnifying Party does not assume and conduct the defense of the claim as provided above, (a) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third partyin connection therewith), and, if and after such assumption, (b) the Indemnifying Party shall not be entitled remain responsible to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentas provided in this Article 11.

Indemnification Procedures. Each person entitled (a) If an indemnified party shall desire to assert any claim for indemnification provided for under this Section 5 5.9 in respect of, arising out of or involving a Claim against the indemnified party, such indemnified party shall notify the Company or the Stockholder, as the case may be (an the “Indemnified Indemnifying Party”), in writing of such Claim, the amount or the estimated amount sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”) shall give promptly after receipt by such indemnified party of written notice as promptly as reasonably practicable to each party required of the Claim; provided, however, that failure to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party a Claim Notice shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced affect the position of indemnification obligations provided hereunder except to the Indemnifying Party. Upon such notification, extent the Indemnifying Party shall assume the defense have been materially prejudiced as a result of such action if it is a claim brought failure. The indemnified party shall deliver to the Indemnifying Party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by a third partythe indemnified party relating to the Claim; provided, andhowever, if and after that failure to provide any such assumption, copies shall not affect the indemnification obligations provided hereunder except to the extent the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except have been materially prejudiced as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses a result of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentfailure.

Indemnification Procedures. Each person entitled A party (the "Indemnitee") that -------------------------- intends to claim indemnification under this Section 5 Article 14 shall promptly notify the other party (an “Indemnified Party”the "Indemnitor") shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 in writing of any action commenced against or by it claim in respect of which the Indemnitee or any of its directors, officers, employees, agents, successors, or assigns intends to claim such indemnification, and the Indemnitor shall have sole control of the defense and/or settlement thereof, provided that the indemnified party may participate in any such proceeding with counsel of its choice at its own expense. The indemnity may agreement in this Article 14 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be sought hereunderwithheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 14, but failure the omission to so notify an Indemnifying Party deliver written notice to the Indemnitor shall not release such Indemnifying Party from relieve the Indemnitor of any liability that it may haveotherwise have to any Indemnitee than under this Article 14. The Indemnitee under this Article 14, otherwise than on account of this indemnity agreement so long as such failure its employees and agents, shall not have materially prejudiced cooperate fully with the position of Indemnitor and its legal representatives and provide full information in the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement investigation of any expenses incurred Claim covered by it in connection with such action except as described belowthis indemnification. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed Notwithstanding anything to the contrarycontrary contained in this Article 14, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party neither party shall not be liable for any settlement of any proceeding effected costs or expenses incurred without its prior written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentauthorization.

Indemnification Procedures. Each person entitled to indemnification (a) Promptly after receipt by an indemnified party under this Section 5 (an “Indemnified Party”) shall give 8 of notice as promptly as reasonably practicable of the commencement of any action, such indemnified party will, if a claim in respect thereof is to each be made against any indemnifying party required to provide indemnification under this Section 5 8, notify in writing the indemnifying party of the commencement thereof. The failure of an indemnified party to so notify the indemnifying party will relieve the indemnifying party from any liability under this Section 8 as to the particular item for which indemnification is then being sought, but not from any other liability that it may have to any indemnified party. In case any such action commenced is brought against or any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses (subject to this Section) incurred by it such indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release is sought. Any such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party indemnifying party shall not be liable for to any such indemnified party on account of any settlement of any proceeding claim or action effected without its written the consent (which of such indemnifying party. Any indemnified party shall not be unreasonably withheld bound to perform or delayed by such Indemnifying Party), but if settled with such refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentindemnified party.

Indemnification Procedures. Each person Person entitled to indemnification under this Section 5 (an “"Indemnified Party”") shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 (an "Indemnifying Party") of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release relieve such Indemnifying Party from any liability that it may have, have otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, assumption the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (Ai) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (Bii) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

Indemnification Procedures. Each person entitled to indemnification under this Section 5 (an “The Indemnified Party”) Party shall give written notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an the Indemnifying Party promptly after learning of such Claim. The Indemnified Party shall not release such provide the Indemnifying Party from any liability that it may havewith reasonable assistance, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of at the Indemnifying Party. Upon such notification’s expense, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with the defence of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such action except as described below. In any such actiondefence with counsel of its own choosing at its sole expense; provided, any Indemnified that the Indemnifying Party shall have the right to retain assume and conduct the defence of the Claim with counsel of its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between themchoice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be liable for unreasonably withheld. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defence of the Claim as provided above, (a) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement of with respect to such Claim in any proceeding effected without its written manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintifffrom, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentas provided in this Article 9.

Indemnification Procedures. Each person entitled Upon the occurrence of any event giving rise to a claim for indemnification under this Section 5 (an “Indemnification Claim”) under any provision of this Agreement or any Closing Document, the Party seeking indemnification (the “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to notify the other Party (the “Indemnitor”) of such Indemnification Claim and provide indemnification under this Section 5 the Indemnitor with copies of any action commenced against documents describing or otherwise bearing on the subject matter of such indemnification obligation; provided, however, that the failure to notify Indemnitor shall not relieve Indemnitor from any liability which Indemnitor may have under the Indemnification Claim except to the extent that it has been materially prejudiced by it such failure. Indemnitor shall be entitled to participate in any pending or threatened claim, action, suit or proceeding in respect of which indemnity may be sought hereunderthe Indemnification Claim and, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability the extent that it may havewishes, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, thereof with counsel reasonably satisfactory to the Indemnifying Party shall Indemnified Party. The Indemnitor will not be entitled settle or compromise or consent to reimbursement the entry of any expenses incurred by it judgment in connection with such action except as described below. In any such pending or threatened claim, action, any Indemnified Party suit or proceeding in respect of the Indemnification Claim unless, (i) Indemnitor shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and given the Indemnified Party reasonable prior written notice thereof and shall have mutually agreed obtained an unconditional release of the Indemnified Party from all liability arising out of such claim, action, suit or proceeding, or (ii) Indemnitor reaffirms in writing its indemnity obligations hereunder regardless of Applicable Laws to the contrary. As long as Indemnitor has complied with its obligations to defend and indemnify, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party Indemnitor shall not be liable for any settlement made by the Indemnified Party without the consent of any proceeding effected without its written consent Indemnitor (which consent shall not be unreasonably withheld or delayed by such Indemnifying Partydelayed), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

Indemnification Procedures. Each person entitled to To receive the benefit of indemnification under this Section 5 (15.1 or Section 15.2, an “Indemnified Party”) shall give notice as promptly as reasonably practicable Indemnitee which intends to each party required to provide claim indemnification under this Section 5 15.1 or Section 15.2 hereof must (a) promptly notify the Indemnitor in writing of any claim, lawsuit or other action commenced against or by it in respect of which indemnity may be sought hereunderthe Indemnitee intend to claim such indemnification; provided, but that failure to so notify an give such notice shall not relieve Indemnifying Party shall not release such Indemnifying Party from any liability that it may haveof its indemnification obligations except where, otherwise than on account of this indemnity agreement so long as and solely to the extent that, such failure actually and materially prejudices the lights of Indemnifying Party; (b) tender to the Indemnitor, and cause its Affiliates and their respective directors, officers, employees and agents to tender to, the Indemnitor, full authority to defend or settle the claim or suit; at its discretion, to provided that no settlement requiring any admission by the Indemnitee or that imposes any obligation on the Indemnitee shall not be made without the Indemnitee’s consent; and (c) provide reasonable cooperation to the Indemnitor and its legal representatives and insurer, and cause its Affiliates and their respective directors, officers, employees and agents to reasonably cooperate with the Indemnitor and its legal representatives and insurer in the investigation and defense of any claim, lawsuit or other action covered by this indemnification, as reasonably requested, at Indemnitor’s cost and expense. Neither Party, as an Indemnitor, shall have materially prejudiced any obligation to indemnify the position Indemnitee in connection with any settlement made without the prior written consent of the Indemnifying Party. Upon such notification, Indemnitor and the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party Indemnitor shall not be entitled to reimbursement of responsible for any expenses legal fees or other costs incurred by it in connection with such action except other than as described belowprovided herein. In any such action, any Indemnified Party The Indemnitee shall have the right right, but not the obligation, to retain be represented by counsel of its own counsel, but the fees selection and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentsole expense.

Indemnification Procedures. Each person Promptly after receipt by an indemnified party under this Article 4 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5 (an “Indemnified Party”) shall Article 4, give the indemnifying party notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Partycommencement thereof. Upon The indemnifying party shall have the right to participate in such notificationaction and, to the Indemnifying Party shall extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense of such action if it is a claim brought thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party one (1) counsel) shall have the right to retain its own one (1) separate counsel, but with the fees and expenses to be paid by the indemnifying party, if representation of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties indemnified party by the same counsel would retained by the indemnifying party would, in the reasonable opinion of counsel, be inappropriate due to actual or potential differing or conflicting interests between themsuch indemnified party and any other party represented by such counsel in such action. The Indemnifying Party shall not be liable for any settlement failure to give notice to the indemnifying party within a reasonable time of the commencement of any proceeding effected without its written consent (which such action shall relieve such indemnifying party of any liability to the indemnified party under this Article 4, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against relieve it of any loss, damage or liability by reason of such settlement or judgmentthat it may have to any indemnified party otherwise than under this Article 4.

Indemnification Procedures. Each person With respect to any claims to which the indemnification provisions of this Agreement apply, the Parties shall comply with the following procedures. Promptly after receipt of notice by any entity entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 Agreement of the commencement or threatened commencement of any action commenced against or by it claim in respect of which indemnity may a party entitled to be sought hereunderindemnified hereunder (each an "Indemnified Party") will seek indemnification under this Agreement, but failure the Indemnified Party shall notify the party obligated to indemnify the Indemnified Party (the "Indemnifying Party") of such claim in writing. Failure to so notify an the Indemnifying Party shall not release such relieve the Indemnifying Party from any liability of its obligations under this Agreement except to the extent that it may have, otherwise than on account can demonstrate that its rights have been prejudiced as a result of this indemnity agreement so long as such failure shall not have materially prejudiced the position of failure. Provided that the Indemnifying Party. Upon such notificationParty promptly and appropriately performs its indemnification obligations hereunder, the Indemnifying Party shall assume be entitled to have sole control over the defense and settlement of such action if it is a claim brought by a third party, and, if claim. The Indemnified Party shall provide reasonable cooperation (at the Indemnifying Party's expense) and after such assumption, full authority to defend or settle the Claim. The Indemnifying Party shall not be entitled to reimbursement keep the Indemnified Party fully informed concerning the status of any expenses incurred by it in connection with such action except as described below. In litigation, negotiations or settlements of any such action, any Claim. The Indemnified Party shall have the right to retain be entitled, at its own counselexpense, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties participate in any such action (including any impleaded parties) include both the Indemnifying Party litigation, negotiations and the Indemnified Party and representation settlements with counsel of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between themits own choosing. The Indemnifying Party shall not be liable for have the right to settle any Claim if such settlement arises from or is part of any proceeding effected without its written consent criminal action or proceeding, or contains a stipulation to, or an admission or acknowledgement of, any wrongdoing (which shall not be unreasonably withheld whether in tort or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for otherwise) on the plaintiff, the Indemnifying Party shall indemnify part of the Indemnified Party from and against any loss, damage or liability by reason without prior written consent of such settlement or judgmentIndemnified Party.

Indemnification Procedures. Each person entitled to indemnification under this Section 5 (an “"Indemnified Party”") shall give notice as promptly as reasonably practicable to each party Indemnifying Party required to provide indemnification under this Section 5 Article VII of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release relieve such Indemnifying Party from any liability that it may have, have otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if . If and after such assumption, assumption the Indemnifying Indemnified Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (Ai) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (Bii) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Partyparty), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

Indemnification Procedures. Each person Party entitled to indemnification under this Section 5 1.7 (an the “Indemnified Party”) shall will give notice as promptly as reasonably practicable to each party the Party required to provide indemnification under this Section 5 (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any action commenced against or by it in respect of claim as to which indemnity may be sought hereundersought, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, and will permit the Indemnifying Party shall to assume the defense of such action if it is a claim brought or any litigation resulting from such claim, provided that counsel for the Indemnifying Party, who will conduct the defense of such claim or any litigation resulting from such claim, will be approved by a third partythe Indemnified Party (whose approval will not be unreasonably withheld), andand the Indemnified Party may participate in such defense at such Indemnified Party’s expense. Notwithstanding the foregoing, if and after such assumption, any Indemnified Party’s failure to give notice as provided in this Section 1.7(c) will not relieve the Indemnifying Party shall of the Indemnifying Party’s obligations under this Section 1.7 to the extent such failure is not be entitled to reimbursement prejudicial. No Indemnifying Party, in the defense of any expenses incurred by it in connection such claim or litigation, will, except with such action except the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses an unconditional term of such counsel shall be at judgment or such settlement the expense claimant’s or plaintiff’s release of such Indemnified Party unless (A) from all liability in respect to such claim or litigation. Each Indemnified Party will furnish such information regarding such Indemnified Party or the claim in question as an Indemnifying Party may reasonably request in writing and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties as will be reasonably required in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled connection with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason defense of such settlement or judgmentclaim and litigation resulting from such claim.

Indemnification Procedures. Each person Promptly after receipt by a Person who may be entitled to indemnification under this Section 5 6.2 (an “Indemnified Party”) shall give of notice as promptly as reasonably practicable of the commencement of any action (including any governmental action) for which indemnification may be available under Section 6.2, that Indemnified Party shall, if a claim in respect thereof is to each party required to be made against any Person who must provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder6.2 (an “Indemnifying Party”), but failure deliver to so notify an the Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position a written notice of the Indemnifying Party. Upon such notificationcommencement thereof, and the Indemnifying Party shall have the right to participate in and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action if it is a claim brought by a third party, and, if and after such assumptionthereof with counsel mutually satisfactory to the parties. However, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but counsel (and the reasonable fees and expenses of such counsel shall be at paid by the expense Indemnifying Party) and assume its own defense if: (i) the retention of such Indemnified Party unless counsel has been specifically authorized in writing by the Indemnifying Party, (Aii) the Indemnifying Party has failed promptly to assume the defense and employ experienced counsel reasonably acceptable to the Indemnified Party shall have mutually agreed to after the contrary, Indemnifying Party has received notice of the indemnification matter from the Indemnified Party or (Biii) the named parties in to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and the Indemnifying Party, and the representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests a manifest conflict of interest between them. The Indemnifying Party nevertheless shall not not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all Indemnified Parties combined. No indemnification provided for in Subsection 6.2(a) or (b) shall be available to any settlement Person who shall fail to give notice as provided in this Subsection 6.2(c) to the extent that the Person to whom notice was not given was unaware of any the proceeding effected without its written consent (to which shall not be unreasonably withheld or delayed the notice would have related and was materially prejudiced by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, failure to give the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentnotice.

Indemnification Procedures. Each person entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of If any action commenced will be brought against or by it any party in respect of which indemnity may be sought hereunderpursuant to this Agreement (the “ Indemnified Party ”), but failure to so such Indemnified Party will promptly notify an the party from whom indemnity is being sought (the “ Indemnifying Party shall not release such Indemnifying Party from any liability that it may have”) in writing, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, and the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall will have the right to retain assume the defence thereof with counsel of its own counselchoosing. Any Indemnified Party will have the right to employ separate counsel in any such action and participate in the defence thereof, but the fees and expenses of such counsel shall will be at the expense of such Indemnified Party unless (A) except to the extent that the employment thereof has been specifically authorized by the Indemnifying Party in writing, the Indemnifying Party has failed after a reasonable period of time to assume such defence and to employ counsel or in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between themParty. The Indemnifying Party shall will not be liable to any Indemnified Party under this Section 13 for any settlement of any proceeding by an Indemnified Party effected without its the Indemnifying Party’s prior written consent, which consent (which shall will not be unreasonably withheld or delayed by such Indemnifying Party)delayed; or to the extent, but if settled with such consent or if there be final judgment for only to the plaintiffextent that a loss, the Indemnifying Party shall indemnify the Indemnified Party from and against any lossclaim, damage or liability by reason of such settlement or judgmentis attributable to any Indemnified Party’s indemnification pursuant to this Section 13.

Indemnification Procedures. Each person entitled to indemnification In the event an Investor Indemnified Party should have a claim against the Company under this Section 5 Article VI, such Investor Indemnified Party shall deliver notice of such claim (an “which claim shall be described with reasonable specificity in such notice) with reasonable promptness to the Company. The failure by such Investor Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure Party to so notify an Indemnifying Party the Company shall not release such Indemnifying Party relieve the Company from any liability which it may have to such Investor Indemnified Party under this Article VI, except to the extent that the Company demonstrates that it may havehas been actually prejudiced by such failure. Subject to Section 6.2, otherwise than on account if the Company does not notify such Investor Indemnified Party within 30 calendar days following delivery of such notice that the Company disputes its liability to such Investor Indemnified Party under this indemnity agreement so long as Article VI, such failure claim specified by such Investor Indemnified Party in such notice shall not have materially prejudiced the position conclusively be deemed a liability of the Indemnifying Party. Upon such notification, Company under this Article VI and the Indemnifying Party Company shall assume pay in same-day funds the defense amount of such action if it liability to such Investor Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Company has timely disputed its liability with respect to such claim, as provided above, such Investor Indemnified Party and the Company shall proceed in good faith to negotiate a claim brought by a third party, resolution of such dispute and, if and after not resolved through negotiations, such assumptiondispute shall be resolved by litigation in an appropriate court of competent jurisdiction subject to Section 8.4; PROVIDED, HOWEVER, that no Investor Nominee or Approved Nominee shall participate in the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses resolution of such counsel shall be at dispute on behalf of the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentCompany.

Indemnification Procedures. Each person entitled A Party (the “Indemnitee”) which intends to claim indemnification under this Section 5 8.4 shall promptly notify the other Party (an the “Indemnified PartyIndemnitor”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 in writing of any action commenced against action, claim or by it other matter in respect of which indemnity may be sought hereunderthe Indemnitee or any of its directors, but officers or employees intend to claim such indemnification; provided, however, that the failure to so notify an Indemnifying Party provide such notice within a reasonable period of time shall not release relieve the Indemnitor of any of its obligations hereunder except to the extent the Indemnitor is prejudiced by such Indemnifying Party from any liability that it may havefailure. The Indemnitee and its directors, otherwise than on account of this indemnity agreement so long as such failure officers or employees and agents shall not have materially prejudiced cooperate fully with the position of Indemnitor and its legal representatives in the Indemnifying Party. Upon such notificationinvestigation, the Indemnifying Party shall assume the negotiations, compromise, settlement and defense of such action if it is a any action, claim brought or other matter covered by a third partythis indemnification, and, if at the Indemnitor’s sole cost and after such assumption, the Indemnifying Party expense. The Indemnitor shall not be entitled to reimbursement in charge of and control of any expenses incurred by it in connection with such action except as described below. In any such actioninvestigation, any Indemnified Party negotiation, compromise, settlement and defense and shall have the right to retain its own counsel, but select counsel with respect thereto. In no event shall the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, Indemnitee compromise or (B) the named parties in settle any such action (including any impleaded parties) include both matter without 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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its prior written consent (of the Indemnitor, which shall not be unreasonably withheld bound by any such compromise or delayed settlement absent its prior written consent. In no event shall the Indemnitor compromise or settle any such matter for anything other than the payment of money without the prior written consent of the Indemnitee, which shall not be bound by any such Indemnifying Party)compromise or settlement absent its prior written consent. The Indemnitee shall have the right, but if settled not the obligation, to be represented by counsel of its own selection and at its own cost and expense. [***] Certain information in this document has been omitted and filed separately with such consent or if there be final judgment for the plaintiff, Securities and Exchange Commission. Confidential treatment has been requested with respect to the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentomitted portions.

Indemnification Procedures. Each person entitled to In the event that any Indemnitee is seeking indemnification under this Section 5 5.1 or 5.2 above from a Party (an the “Indemnified Indemnifying Party”) ), the Indemnitee shall give notice notify the Indemnifying Party of such claim with respect to such Indemnitee as promptly soon as reasonably practicable to each party required to provide indemnification under this Section 5 after the Indemnitee receives notice of any action commenced against or by it in respect of which indemnity may be sought hereunderthe claim, but failure to so notify an and the Indemnitee shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration) and shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long cooperate as such failure shall not have materially prejudiced requested (at the position expense of the Indemnifying Party) in the defense of the claim. Upon such notification, The indemnification obligations under Article 5 shall not apply to any harm suffered as a direct result of any delay in notice to the Indemnifying Party shall assume hereunder or to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the defense consent of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party Party, which consent shall not be entitled to reimbursement of any expenses incurred by it in connection withheld or delayed unreasonably. The Indemnitee, its employees and agents, shall reasonably cooperate with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and its legal representatives in the Indemnified Party shall have mutually agreed to the contraryinvestigation of any claim, demand, action or (B) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties other proceeding covered by the same counsel would be inappropriate due to actual Section 5.1 or potential differing or conflicting interests between them5.2. The Indemnifying Party Party, without the consent of the Indemnitee, shall not be liable for settle any settlement of any claim, demand, action or other proceeding effected without its written consent (which shall not be unreasonably withheld covered by Section 5.1 or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of 5.2 unless such settlement or judgmentobtains the full and unconditional release of the Indemnitee and its Affiliates, and their respective shareholders, directors, officers, employees, agents, representatives and contractors.

Indemnification Procedures. Each person entitled to All indemnification under obligations in this Section 5 Agreement are conditioned upon the indemnified party (an “Indemnified Party”A) shall give promptly notifying the indemnifying party of any claim or liability of which the indemnified party becomes aware (including a copy of any related complaint, summons, notice as promptly as reasonably practicable to each party required or other instrument); provided, that failure to provide indemnification under this Section 5 such notice within a reasonable period of time shall not relieve the indemnifying party of any action commenced against or of its obligations hereunder except to the extent the indemnifying party is prejudiced by it in respect of which indemnity may be sought hereundersuch failure, but failure (B) allowing the indemnifying party, if the indemnifying party so requests, to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume conduct and control the defense of any such action if it is a claim brought by a third or liability and any related settlement negotiations (at the indemnifying party’s expense), (C) cooperating with the indemnifying party in the defense of any such claim or liability and any related settlement negotiations (at the indemnifying party’s expense) and (D) not compromising or settling any claim or liability without prior written consent of the indemnifying party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party)delayed. The indemnifying party shall have discretion to settle any action subject to indemnification under this Agreement; provided, that the indemnifying party shall not enter into any settlement that would adversely affect the indemnified party’s rights hereunder, or impose any obligations on the indemnified party, without the indemnified party’s written consent, which shall not be unreasonably withheld or delayed. The indemnified party shall have the right, but if settled with not the obligation, to be represented in such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from defense by counsel of its own selection and against any loss, damage or liability by reason of such settlement or judgmentat its own expense.

Indemnification Procedures. Each person entitled to indemnification under this Section 5 Promptly after receipt by any indemnified party (an “Indemnified PartyIndemnitee”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against Claim or by it the commencement of any action, such Indemnitee shall (a) notify the indemnifying party (“Indemnitor”) in respect writing of which indemnity may be sought hereunderany such claim (including a copy of any related complaint, but summons, notice or other instrument); (b) provide the Indemnitor with reasonable assistance to settle or defend such claim, at the Indemnitor’s own expense; and (c) grant to the Indemnitor the right to control the defense and/or settlement of such Claim, at the Indemnitor’s expense; provided however that (i) the failure to so notify an Indemnifying Party notify, provide assistance and grant authority and control shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced relieve the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement Indemnitor of any expenses incurred of its obligations hereunder except to the extent the Indemnitor is prejudiced by it in connection with such action except as described below. In any such actionfailure, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (Aii) the Indemnifying Party and Indemnitor shall not, without the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written Indemnitee’s consent (which shall such consent not to be unreasonably withheld or delayed by such Indemnifying Partydelayed), agree to any settlement which (1) makes any admission on behalf of the Indemnitee; or (2) consents to any injunction against the Indemnitee (except an injunction relating solely to the Indemnitee’s continued use of any infringing intellectual property), and (iii) the Indemnitee shall have the right, at its expense, to participate in any legal proceeding to contest and defend a Claim and be represented by legal counsel of its choosing, but if settled with such consent or if there be final judgment for shall have no right to settle a claim without the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentIndemnitor’s written consent.

Indemnification Procedures. Each person Party entitled to indemnification under this Section 5 1.6 (an the “Indemnified Party”) shall will give notice as promptly as reasonably practicable to each party the Party required to provide indemnification under this Section 5 (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any action commenced against or by it in respect of claim as to which indemnity may be sought hereundersought, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, and will permit the Indemnifying Party shall to assume the defense of such action if it is a claim brought or any litigation resulting from such claim, provided that counsel for the Indemnifying Party, who will conduct the defense of such claim or any litigation resulting from such claim, will be approved by a third partythe Indemnified Party (whose approval will not be unreasonably withheld), andand the Indemnified Party may participate in such defense at such Indemnified Party’s expense. Notwithstanding the foregoing, if and after such assumption, any Indemnified Party’s failure to give notice as provided in this Section 1.6(c) will not relieve the Indemnifying Party shall of the Indemnifying Party’s obligations under this Section 1.6 to the extent such failure is not be entitled to reimbursement prejudicial. No Indemnifying Party, in the defense of any expenses incurred by it in connection such claim or litigation, will, except with such action except the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses an unconditional term of such counsel shall be at judgment or such settlement the expense claimant’s or plaintiff’s release of such Indemnified Party unless (A) from all liability in respect to such claim or litigation. Each Indemnified Party will furnish such information regarding such Indemnified Party or the claim in question as an Indemnifying Party may reasonably request in writing and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties as will be reasonably required in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled connection with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason defense of such settlement or judgmentclaim and litigation resulting from such claim.

Indemnification Procedures. Each person entitled to indemnification The obligations of each Party (the “Indemnitor”) under this Section 5 Agreement to defend, indemnify and hold harmless the other Party and its Affiliates, and their respective employees, representatives and agents (each, an “Indemnified PartyIndemnitee”) shall give be subject to the following: (a) the Indemnitee shall provide the Indemnitor with prompt notice as promptly as of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve the Indemnitor of its obligation to defend, indemnify and hold the Indemnitee harmless to the extent it reasonably practicable to each party required to provide indemnification under this Section 5 demonstrates that its defense or settlement of any action commenced against the claim or by it in respect suit was adversely affected thereby; (b) the Indemnitor shall have sole control of which indemnity may be sought hereunderthe defense and of all negotiations for settlement of such claim or suit; provided, but failure to so notify an Indemnifying Party however, that the Indemnitor shall not release settle any claim unless such Indemnifying Party settlement completely and forever releases the Indemnitee from any all liability that it may have, otherwise than on account of this indemnity agreement so long as with respect to such failure shall not have materially prejudiced claim or unless the position of the Indemnifying Party. Upon Indemnitee consents to such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it settlement in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent writing (which consent shall not be unreasonably withheld withheld); and (c) the Indemnitee shall cooperate with the Indemnitor in the defense or delayed settlement of any such claim or suit; provided, however, that the Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiffIndemnitor. Subject to clause (b) above, the Indemnifying Party shall indemnify Indemnitee may participate in the Indemnified Party from and against defense of any loss, damage claim or liability by reason of such settlement or judgmentsuit in which the Indemnitee is involved at its own expense.

Indemnification Procedures. Each person entitled In the event that ATS intends to claim indemnification under this pursuant to Section 5 7.1, ATS shall promptly notify SkinMedica subject to the indemnification obligation (an “Indemnified Indemnifying Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 in writing of any action commenced against or by it in respect of which indemnity may be sought hereunderthe alleged Liability, but provided that the failure to so promptly notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) relieve the Indemnifying Party and the Indemnified Party shall have mutually agreed of any obligation under this Agreement except to the contrary, or (B) the named parties in any extent such action (including any impleaded parties) include both failure to provide prompt notice adversely impairs the Indemnifying Party and Party’s ability to defend against the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual claim, suit or potential differing or conflicting interests between themproceeding. The Indemnifying Party shall have the sole right to control the defense and settlement of the Liability, provided that: (i) the Indemnifying Party may not be liable for consent to imposition of any obligation or restriction on ATS in any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such unless mutually agreed among ATS and the Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, ; (ii) the Indemnifying Party shall indemnify keep ATS fully informed and permit ATS to participate (at ATS’ expense) as ATS may reasonably request; and (iii) the Indemnified ATS may, without affecting its right to indemnity hereunder, defend and settle any such claim, suit or proceeding if the Indemnifying Party from declines to defend against such claim, suit or proceeding, or otherwise fails to take responsibility therefor. ATS shall cooperate with the Indemnifying Party and against its legal representatives in the investigation of any lossLiability. Except as provided otherwise in this Section 7.2, damage the ATS shall not, except at its own cost, voluntarily make any payment or liability by reason incur any expense with respect to any claim or suit without the prior written consent of such settlement or judgmentthe Indemnifying Party.

Indemnification Procedures. Each person entitled Promptly after an Investor Party receives notice of a claim or the commencement of an action for which the Investor Party intends to seek indemnification under this Section 5 9.1, the Investor Party will notify the Company (an or, with respect to claims relating to any period prior to the Business Combination Closing, SWVL and Holdings) (such party, the “Indemnified Indemnifying Party”) shall in writing of the claim or commencement of the action, suit or proceeding; provided, however, that failure to notify the Indemnifying Party will not relieve such party from liability under Section 9.1, except to the extent it has been materially prejudiced by the failure to give notice as promptly as reasonably practicable notice. The Indemnifying Party will be entitled to each party required to provide indemnification under this Section 5 participate in the defense of any action commenced against claim, action, suit or by it in respect of proceeding as to which indemnity may be sought hereunderindemnification is being sought, but failure to so notify an and if the Indemnifying Party shall not release such Indemnifying acknowledges in writing the obligation to indemnify the Investor Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced against whom the position of the Indemnifying Party. Upon such notificationclaim or action is brought, the Indemnifying Party shall may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to it. After the Indemnifying Party notifies the Investor Party that the Indemnifying Party wishes to assume the defense of such action if it is a claim brought by a third partyclaim, andaction, if and after such assumptionsuit or proceeding, the Indemnifying Party shall will not be entitled to reimbursement of liable for any further legal or other expenses incurred by it the Investor Party in connection with such action except as described below. In any such the defense against the claim, action, any Indemnified Party shall have suit or proceeding except if, in the right to retain its own counsel, but the fees and expenses opinion of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contraryInvestor Party, or (B) it would be inappropriate under the named parties in any such action (including any impleaded parties) include applicable rules of professional responsibility for the same counsel to represent both the Indemnifying Party and such Investor Party. In such event, the Indemnified Indemnifying Party will pay the reasonable fees and representation expenses of both parties by no more than one separate counsel for all such Investor Parties promptly as such fees and expenses are incurred. Each Investor Party, as a condition to receiving indemnification as provided in Section 9.1, will cooperate in all reasonable respects with the same counsel would be inappropriate due Indemnifying Party in the defense of any action or claim as to actual or potential differing or conflicting interests between themwhich indemnification is sought. The Indemnifying Party shall will not be liable for any settlement of any proceeding action effected without its prior written consent, which consent (which shall not be unreasonably withheld withheld, delayed or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the conditioned. The Indemnifying Party shall indemnify will not, without the Indemnified prior written consent of the Investor Party, effect any settlement of a pending or threatened action with respect to which an Investor Party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the Investor Party from all liability and against claims which are the subject matter of the pending or threatened action. The remedies provided for in this Article IX are not exclusive and shall not limit any loss, damage rights or liability by reason of such settlement remedies which may otherwise be available to any Investor Party at law or judgmentin equity.

Indemnification Procedures. Each person entitled to indemnification The Party claiming indemnity under this Section 5 Article 11 (an the “Indemnified Party”) shall give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of such Claim. In the event of a claim relating to the U.S., the Parties shall confer as promptly as reasonably practicable to each party required to provide whether such claim would result in indemnification under this Section 5 of 11.1 and in any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure event how to so notify an respond to the claim. The Indemnified Party shall provide the Indemnifying Party shall not release such Indemnifying Party from any liability that it may havewith reasonable assistance, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. Upon The Indemnified Party may participate in and monitor such notificationdefense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain assume and conduct the defense of the Claim with counsel of its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between themchoice. The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Party, such consent not to be liable for unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle any such Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement of with respect to the claim in any proceeding effected without its written manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintifffrom, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentas provided in this Article 11.

Indemnification Procedures. Each person entitled to All indemnification under obligations in this Section 5 Agreement are conditioned upon the party seeking indemnification (an “Indemnified Party”A) shall give promptly notifying the indemnifying party of any claim or liability of which the party seeking indemnification becomes aware (including a copy of any related complaint, summons, notice as promptly as reasonably practicable to each party required or other instrument); provided, that failure to provide indemnification under this Section 5 such notice within a reasonable period of time shall not relieve the indemnifying party of any action commenced against or of its obligations hereunder except to the extent the indemnifying party is prejudiced by it in respect of which indemnity may be sought hereundersuch failure, but failure (B) allowing the indemnifying party, if the indemnifying party so requests, to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume conduct and control the defense of any such action if it is a claim brought by a third or liability and any related settlement negotiations (at the indemnifying party’s expense), and, if and after such assumption, (C) cooperating with the Indemnifying Party shall not be entitled to reimbursement indemnifying party in the defense of any expenses incurred by it in connection with such action except as described below. In claim or liability and any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be related settlement negotiations (at the expense of such Indemnified Party unless indemnifying party’s expense) and (AD) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, not compromising or (B) the named parties in settling any such action (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 claim or potential differing or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected liability without its prior written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party)of the indemnifying party. [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentAS AMENDED.

Indemnification Procedures. Each person entitled to indemnification (a) Promptly after receipt by an Activision Indemnified Party under this Section 5 (an “Indemnified Party”) shall give of notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of the commencement of any action commenced against or by it the incurrence of any Loss, such Activision Indemnified Party will, if a claim in respect of which indemnity may such action is to be sought hereundermade against any indemnifying party under this Section, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position indemnifying party in writing of the Indemnifying Partycommencement of such action. Upon receipt of such notification, notice the Indemnifying Party indemnifying party or parties shall have the right to assume and control the defense of such action if it is a claim brought by a third partywith counsel of its choice, andsubject to the approval of the Activision Indemnified Party, if and after such assumption, the Indemnifying Party which approval shall not be entitled unreasonably withheld. The Activision Indemnified Parties shall have the right to reimbursement participate in the defense of any expenses incurred action and to be represented by it counsel of its or their own selection in connection with such action except and to be kept fully and completely informed by the indemnifying party and its counsel as described below. In any to the status of the action at all stages of the proceedings in such action, any all at the Activision Indemnified Party's cost and expense. The Activision Indemnified Party shall have cooperate with the right to retain its own counsel, but indemnifying party in any defense which the fees and expenses of such counsel indemnifying party assumes. Activision shall be at entitled to settle any action solely for monetary damages with respect to which it controls the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed defense subject to the contraryprior consent of the Representative, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written which consent (which shall not be unreasonably withheld withheld. The Representative shall be entitled to settle any action solely for monetary damages with respect to which it controls the defense, subject to the prior consent of Activision which consent shall not be unreasonably withheld. The failure to notify an indemnifying party promptly of the commencement of any such action will not relieve him or delayed by such Indemnifying her or it of any liability that he or she may have to any Activision Indemnified Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

Indemnification Procedures. Each person entitled (a) If an Indemnified Purchaser Entity or an Indemnified Seller Entity (each, an “Indemnified Entity”) believes that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of indemnification under this Section 5 Article XI (an whether or not the amount of Damages relating thereto is then quantifiable), such Indemnified Entity shall assert its claim for indemnification by giving written notice thereof (a “Indemnified Claim Notice”) to the parties from which indemnification is sought (collectively, the “Indemnifying Party”) (i) if the event or occurrence giving rise to such claim for indemnification is, or relates to, a claim, suit, action or proceeding, including an audit or proceeding with respect to Taxes, brought by a Person not a party to this Agreement or Affiliated with any such party (a “Third Party”), within 30 days following receipt of notice of such claim, suit, action or proceeding by such Indemnified Entity, or (ii) if the event or occurrence giving rise to such claim for indemnification is not, or does not relate to, a claim, suit, action or proceeding brought by a Third Party, within 30 days after the discovery by the Indemnified Entity of the circumstances giving rise to such claim for indemnity. Each Claim Notice shall describe the claim in reasonable detail and shall provide an estimate to the extent then quantifiable of the amount of Damages relating thereto. Failure of the Indemnified Entity to give notice as promptly as reasonably practicable to each party required to provide indemnification under set forth in this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party 11.3 shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced affect the position of indemnification provided under clause (i) above except and to the Indemnifying Party. Upon such notification, extent the Indemnifying Party shall assume the defense is actually and materially prejudiced as a result of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentfailure.

Indemnification Procedures. Each person entitled A Party who desires to exercise its rights to indemnification under this Section 5 Agreement (an “Indemnified PartyIndemnitee”) shall give notice as promptly as reasonably practicable to each party required notify the other Party who is obligated under this Agreement to provide such indemnification under this Section 5 (an “Indemnitor”) of any action commenced against Loss or by it in respect claim for Loss or other matter for which indemnification is sought and shall deliver to the Indemnitor copies of which indemnity process and pleadings or other document making a claim, and shall otherwise provide such cooperation as may be sought hereunderreasonably requested by the Indemnitor (however, but a failure to so notify an Indemnifying Party provide any such notification or cooperation shall not release affect any rights to indemnification except to the extent that the Indemnitor has been prejudiced thereby). Within five (5) Days after receipt of such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notificationnotice, the Indemnifying Party Indemnitor shall assume undertake the defense of each such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties that has been approved by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (Indemnitee, which approval shall not be unreasonably withheld or delayed delayed. If the Indemnitor undertakes the defense of a claim in the manner required by this Clause 13.3, the Indemnitee nonetheless may also, at its own expense, engage separate counsel and participate in the defense of any claim brought against it. If the Indemnitor fails to undertake and sustain the defense of any claim in the manner required by this Clause 13.3, the Indemnitee may engage separate counsel, pay, settle or otherwise finally resolve such Indemnifying Party), but if settled with such consent or if there be final judgment claim for the plaintiffaccount and at the risk and expense of the Indemnitor; provided, the Indemnifying Party shall indemnify the Indemnified Party from and against however, that any losspayment, damage or liability by reason of such settlement or final resolution otherwise received by the Indemnitee shall to the extent so received release the Indemnitor from liability for such claim. Notwithstanding anything herein to the contrary, no settlement or consent to any judgment, award or decree may be made that (i) does not unconditionally release the Indemnitee of all liability, or (ii) require the Indemnitee to make an admission of fault, in each case, without the Indemnitor’s prior written consent.

Indemnification Procedures. Each person Promptly after receipt by a Party seeking indemnification under this Section 8 (an “Indemnitee”) of notice of any pending or threatened claim against it (an “Action”), such Indemnitee shall give written notice to the Party from whom the Indemnitee is entitled to seek indemnification pursuant to this Section 8 (the “Indemnifying Party”) of the commencement thereof; provided that the failure so to notify the Indemnifying Party shall not relieve it of any liability that it may have to any Indemnitee hereunder, except to the extent the Indemnifying Party demonstrates that it is materially prejudiced thereby. Any Action that is subject to indemnification under this Section 5 (8 shall be brought against an “Indemnified Party”) Indemnitee and it shall give written notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an the Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notificationcommencement thereof, the Indemnifying Party shall assume the defense of thereof with counsel reasonably satisfactory to such action if it is a claim brought by a third party, Indemnitee and, if and after such assumption, the Indemnifying Party shall not be entitled liable to reimbursement such Indemnitee under this Section 8 for any fees of other counsel or any expenses other expenses, in each case subsequently incurred by it such Indemnitee in connection with such action except as described belowthe defense thereof. In No compromise or settlement of any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall Action may be at the expense of such Indemnified Party unless (A) effected by the Indemnifying Party and without the Indemnified Party shall have mutually agreed to the contraryIndemnitee’s written consent, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written which consent (which shall not be unreasonably withheld or delayed delayed, unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee and (B) the sole relief provided is monetary damages that are paid in full by such the Indemnifying Party), but if settled with such consent . No compromise or if there settlement of any Action may be final judgment for the plaintiff, effected by an Indemnitee without the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentParty’s prior written consent.

Indemnification Procedures. Each person In the event of a claim by a third party, with respect to which either CSG or a Customer is entitled to indemnification under any provision of this Section 5 Agreement, the party seeking indemnification (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each notify the other party required to provide indemnification under this Section 5 of (“Indemnifying Party”); provided, however, that any action commenced against or by it in respect of which indemnity may be sought hereunder, but unintentional failure to so notify an make such prompt notification shall not relieve the Indemnifying Party of its obligations hereunder unless the Indemnifying Party’s ability to defend such claim is materially prejudiced thereby. The Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume sole control over the defense of such action if it is a the claim brought by a third partyand any negotiation for its settlement or compromise, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in comply with any such action (including any impleaded parties) include both reasonable actions required by the Indemnifying Party and (at the Indemnifying Party’s expense) to minimize the Indemnifying Party’s and/or the Indemnified Party and representation of both parties by Party’s liability in the same counsel would be inappropriate due claim, provided such compliance is not, in the Indemnified Party’s counsel’s reasonable opinion, adverse to actual or potential differing or conflicting interests between themthe Indemnified Party’s interests. The Indemnifying Party shall not be liable for settle any settlement of any proceeding effected such claim or alleged claim without its first obtaining the Indemnified Party’s prior written consent (which where the settlement claim might adversely affect the Indemnified Party’s rights; and such consent shall not be unreasonably withheld or delayed by such Indemnifying Party)withheld. In addition, but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against may participate in any loss, damage or liability by reason of claim for indemnification under this Agreement using its own counsel at its own expense so long as in the Indemnifying Party’s counsel’s reasonable opinion such settlement or judgmentparticipation is not contrary to the Indemnifying Party’s interest.

Indemnification Procedures. Each person If any action is brought or any claim is made against any party entitled to indemnification under be indemnified pursuant to this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against or by it 6 in respect of which indemnity may be sought hereunderagainst the indemnitor pursuant to Section 6 hereof, but failure to so such party shall promptly notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position indemnitor in writing of the Indemnifying Party. Upon institution of such notification, action or the Indemnifying Party making of such claim and the indemnitor shall assume the defense of such action if it is a claim brought by a third partyor claim, and, if including the employment of counsel and after such assumption, the Indemnifying Party shall not be entitled to reimbursement payment of any expenses incurred by it in connection with such action except as described belowexpenses. In any such action, any Indemnified Party Such indemnified party shall have the right to retain employ its or their own counselcounsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party party unless (A) the Indemnifying Party and the Indemnified Party employment of such counsel shall have mutually agreed been authorized in writing by the indemnitor in connection with the defense of such action or claim or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the contraryindemnitor (in which case the indemnitor shall not have the right to direct any different or additional defense of such action or claim on behalf of the indemnified party or parties), or (B) in any of which events such fees and expenses of not more than one additional counsel for the named indemnified parties in shall be borne by the indemnitor. Except as expressly provided above, if the indemnitor shall not previously have assumed the defense of any such action (including or claim, at such time as the indemnitor does assume the defense of such action or claim, the indemnitor shall thereafter be liable to any impleaded parties) include both person indemnified pursuant to this Agreement for any legal or other expenses subsequently incurred by such person in investigating, preparing or defending against such action or claim. Anything in this paragraph to the Indemnifying Party and contrary notwithstanding, the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. The Indemnifying Party indemnitor shall not be liable for any settlement of any proceeding such claim or action effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentconsent.

Indemnification Procedures. Each person Person entitled to indemnification under this Section 5 Article VI (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 Article VI (an “Indemnifying Party”) of the commencement of any action commenced against action, suit, proceeding or by it investigation or threat thereof made in writing in respect of which indemnity may be sought hereunder; provided, but however, failure to so notify an Indemnifying Party shall not release relieve such Indemnifying Party from any liability that it may have, have otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, assumption the Indemnifying Indemnified Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (Ai) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (Bii) the named parties in any such action (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 or conflicting interests between them. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel in any one action for all parties indemnified by such Indemnifying Party with respect to such claim except for local counsel if the attorneys selected by the Indemnified Party do not maintain an office within the jurisdiction of the court, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel or counsels. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment. In the event that any indemnifying party enters into any settlement without the written consent of the indemnified party the indemnifying party shall not 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 of a release of such indemnified party from all liability in respect of such claim or litigation.

Indemnification Procedures. Each person Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification under this Section 5 (an the “Indemnified Party”) shall give promptly provide written notice as promptly as reasonably practicable of such claim to each the other party required (the “Indemnifying Party”). In connection with any claim giving rise to provide indemnification under this Section 5 indemnity hereunder resulting from or arising out of any action commenced against claim, action, suit, proceeding or governmental investigation by it in respect of which indemnity may be sought hereundera person or entity who is not a party to this Agreement, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, at its sole cost and expense and upon written notice to the Indemnifying Party shall Indemnified Party, may assume the defense of any such action if it is a claim brought by a third partyclaim, andaction, if suit, proceeding or governmental investigation with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such claim, action, suit, proceeding or governmental investigation, with its counsel and after such assumption, at its own cost and expense. If the Indemnifying Party does not assume the defense of any such claim, action, suit, proceeding or governmental investigation, the Indemnified Party may, but shall not be entitled obligated to, defend against such claim, action, suit, proceeding or governmental investigation in such manner as it may deem appropriate, including, but not limited to, settling such claim, action, suit, proceeding or governmental investigation, after giving notice of it to reimbursement of any expenses incurred the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by it the Indemnified Party in connection accordance with such action except as described below. In any such action, any Indemnified Party defense and settlement shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) relieve the Indemnifying Party and the Indemnified Party shall have mutually agreed of its indemnification obligations herein provided with respect to the contrary, or (B) the named parties in any such action (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 or conflicting interests between themdamages resulting therefrom. The Indemnifying Party shall not be liable for settle any settlement of any claim, action, suit, proceeding effected or governmental investigation without its the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed by such Indemnifying Partydelayed), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

Indemnification Procedures. Each person entitled In the event of any such Claim against any of the Celgene Indemnified Parties by any Third Party, Celgene shall promptly, and in any event within [***] Business Days, notify Vividion in writing of the Claim. Vividion shall have the right, exercisable by notice to indemnification under this Section 5 Celgene within [***] Business Days after receipt of notice from Celgene of the Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Claim (an “Indemnified Party”provided that such Claim is solely for monetary damages and Vividion agrees to pay all Damages relating to such matter, as evidenced in a written confirmation delivered by Vividion to Celgene) shall give notice as promptly as with counsel selected by Vividion and reasonably practicable acceptable to each party required Celgene; provided, however, that the failure to provide indemnification under this Section 5 timely notice of any action commenced against or a Claim by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying a Third Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as limit a Celgene Indemnified Party’s right for indemnification hereunder except to the extent such failure results in actual prejudice to Vividion. The Celgene Indemnified Parties shall not have materially prejudiced the position of the Indemnifying Party. Upon such notificationcooperate with Vividion and may, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third partyat their option and expense, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties separately represented in any such action (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 or conflicting interests between themproceeding. The Indemnifying Party Vividion shall not be liable for any settlement of any proceeding effected litigation costs or expenses incurred by the Celgene Indemnified Parties without its Vividion’s prior written consent (which authorization for so long as Vividion controls such litigation. In addition, Vividion shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment responsible for the plaintiffindemnification or defense of any Celgene Indemnified Party to the extent arising from any negligent or intentional acts by any Celgene Indemnified Party or the breach by Celgene of any representation, the Indemnifying obligation or warranty under this Agreement, or any Claims compromised or settled without its prior written consent. Each Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentuse reasonable efforts to mitigate Damages indemnified under this Section 13.2.

Indemnification Procedures. (a) Each person entitled to indemnification claim for which an Indemnified Party may seek indemnity under this Section 5 Article VII (each such claim, an “Indemnified PartyIndemnification Claim”) shall be brought and resolved exclusively in accordance with this Section 7.5. The Indemnified Party shall promptly give written notice of an Indemnification Claim (each such notice, a “Claim Notice”) to the Party indemnifying such Indemnified Party pursuant to Section 7.2(a) or Section 7.2(b), as promptly as reasonably practicable applicable (the “Indemnifying Party”). Each Claim Notice shall describe the Indemnification Claim in reasonable detail and shall indicate the amount (estimated, if necessary and to each party required the extent possible) of the Loss that has been or may be suffered by the Indemnified Party. No delay in or failure to provide indemnification give a Claim Notice or the giving of an incomplete or inaccurate Claim Notice pursuant to this Section 7.5(a) shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Section 5 of Agreement, or alter or relieve any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release of its obligation to indemnify the Indemnified Party, except and only to the extent that such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such delay or failure shall not have materially prejudiced the position of results in actual prejudice to the Indemnifying Party. Upon The Indemnifying Party shall have 30 days after its receipt of such notificationClaim Notice to respond in writing to such Indemnification Claim. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall assume the defense of be deemed to have agreed to such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled Party’s obligation to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage for the full amount of all Losses related to or liability by reason of such settlement or judgmentresulting therefrom.

Indemnification Procedures. Each person entitled The obligation of indemnification set forth in Sections 14.2 and 14.3 above are subject to indemnification under this Section 5 14.4. A Party claiming indemnification (an the “‘Indemnified PartyParties”) shall give notice as promptly as reasonably practicable timely notify the indemnifying Party of any claim or litigation that is subject to each party indemnification hereunder. If the indemnifying Party is Seller, it shall have the exclusive right to assume the defense, at its expense, of, and shall defend and/ or settle, any such claim or litigation. If the indemnifying Party is Purchaser, it shall have the obligation to defend and/or settle the claim or litigation; provided that Seller reserves the right, without being required to provide indemnification under this Section 5 do so, and without waiver of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so defend any claim, action or lawsuit coming within the scope of Section 14.2. If the indemnifying Party fails to notify an Indemnifying Party shall not release such Indemnifying Party from any liability the Indemnified Parties in writing that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall will assume the defense of such action if it is a the subject claim brought by a third partyor litigation within ten (30) days following receipt of notice thereof, and, if and after such assumptionor thereafter fails to diligently defend or attempt to settle said claim or litigation, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party Parties shall have the right to retain its assume their own counseldefense, and/ or settle or compromise any such claim or litigation and the indemnifying Party shall be obligated to reimburse the Indemnified Parties for any and all reasonable expenses (including but not limited to attorneys’ fees) incurred in the fees and expenses defense of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed claim or litigation, in addition to the contraryindemnifying Party’s other indemnity obligations hereunder set forth in Section 14, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed affected by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentParties.

Indemnification Procedures. Each person entitled to indemnification The party claiming indemnity under this Section 5 11 (an the “Indemnified Party”) shall give written notice as to the party from whom indemnity is being sought (the “Indemnifying Party”) promptly as reasonably practicable to each party required to after learning of such Claim. The Indemnified Party shall provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an the Indemnifying Party shall not release such Indemnifying Party from any liability that it may havewith reasonable assistance, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of at the Indemnifying Party’s expense, in connection with the defense of the claim for which indemnity is being sought. Upon The Indemnified Party may participate in and monitor such notificationdefense with counsel of its own choosing at its sole expense; however, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain assume and conduct the defense of the claim with counsel of its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between themchoice. The Indemnifying Party shall not settle any CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. claim without the prior written consent of the Indemnified Party, not to be liable for unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the claim in good faith, the Indemnified Party shall not settle any such claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the claim as provided above, (a) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement of with respect to the claim in any proceeding effected without its written manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintifffrom, the Indemnifying Party shall in connection therewith), and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentas provided in this Section 11.

Indemnification Procedures. Each person entitled If a third party asserts any claim or allegation which, if proven, would trigger the indemnification obligations set forth in paragraphs 12.1 and 12.2, the indemnifying party shall be notified promptly of such claim by the indemnified party and given control of the defence and/or settlement thereof. After notice from the indemnifying party to indemnification the indemnified party of its election to assume the defence of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each paragraph 12 for any legal or other expenses subsequently incurred by the indemnified party required to provide indemnification under this Section 5 in connection with the defence thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any action commenced against pending or by it threatened proceeding in respect of which any indemnified party is a party and indemnity may be could have been sought hereunderhereunder by such indemnified party, but failure to so notify unless such settlement includes an Indemnifying Party unconditional release of such indemnified party from all such liability on claims that are the subject matter of such proceeding. Moreover Developer shall not release such Indemnifying Party from any liability that it may havenot, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced in the position absence of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense consent of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent Publisher (which shall not be unreasonably withheld or delayed by such Indemnifying Partydelayed), but if settled effect any settlement of any pending, threatened or actual proceeding or claim which has the effect of compromising in any way the rights, interests and licenses in the Product or the license granted to Publisher hereunder. The foregoing provisions of this paragraph 12 state the entirety of the parties’ obligations with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against respect to any loss, damage or liability claim by reason of such settlement or judgmentany third party.

Indemnification Procedures. Each person entitled A Party (the “Indemnitee”) which intends to claim indemnification under this Section 5 Article 12 shall promptly notify the other Party (an the “Indemnified PartyIndemnitor”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 in writing of any action commenced against action, claim or by it other matter in respect of which the Indemnitee or any of its Affiliates, or any of their respective directors, officers, employees or agents intend to claim such indemnification providing reasonable details of the nature of the event and basis of the indemnity may be sought hereunderclaim and further expressly stating therein that it is seeking indemnity pursuant to this Agreement. For the avoidance of doubt, and without prejudice to the Indemnitee’s obligation to give prompt written notice, an Indemnitor’s knowledge of events or circumstances pursuant to which an Indemnitee might seek indemnification, including but failure not limited to so notify an Indemnifying Party correspondence between the Parties regarding a matter but for which indemnity is not expressly sought, shall not release such Indemnifying Party from constitute the notice required by this provision, and any liability that it may haveattorneys, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any experts or consultant fees or expenses incurred by it an Indemnitee prior to proper notice shall be the sole responsibility of such Party; provided that the failure to provide such notice within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder except to the extent the Indemnitor is prejudiced by such failure. The Indemnitee, its Affiliates, and their respective directors, officers, employees and agents shall cooperate fully with the Indemnitor and its legal representatives in connection with such action except as described belowthe investigation, negotiation, settlement and defense of any action, claim or other matter covered by this indemnification. In The Indemnitor shall control any such actioninvestigation, any Indemnified Party negotiation, settlement and defense, and shall have the right to retain its own counselselect counsel with respect thereto, but provided that the fees and expenses Indemnitor shall promptly notify the Indemnitee of such counsel all developments in the matter. In no event shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, Indemnitor or (B) the named parties in Indemnitee settle any such action (including any impleaded parties) include both matter without 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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its prior written consent (of the other Party, which consent shall not be unreasonably withheld or delayed delayed; nor shall the non-consenting Party be bound by any such Indemnifying Party)settlement provided, however, that the Indemnitor shall have no obligation to obtain the consent to any settlement that does not impose on the Indemnitee any liability or obligation. The Indemnitee shall have the right, but if settled with such consent or if there not the obligation, to be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability represented by reason counsel of such settlement or judgmentits own selection at its own expense.

Indemnification Procedures. Each person entitled In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the “Indemnifying Party”) shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification under this Section 5 (an the “Indemnified Party”) shall give notice as promptly as reasonably practicable will use reasonable care to each party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so identify and notify an the Indemnifying Party shall not release such Indemnifying Party from promptly concerning any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of situation which presents or appears to present a claim for indemnification against the Indemnifying Party. Upon such notification, the The Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right option to retain its own counsel, but defend the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnified Party shall have mutually agreed sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the reasonable expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to the contrary, indemnification confess any claim or (B) the named parties make any compromise in any case in which the other party has been asked to indemnify such action (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 party unless such confession or potential differing or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled compromise is made with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentother party’s prior written consent.

Indemnification Procedures. Each person entitled to indemnification The Party claiming indemnity under this Section 5 Article 11 (an “the "Indemnified Party”") shall give written notice to the Party from whom indemnity is being sought (the "Indemnifying Party") promptly after learning of such Claim. In the event of a claim relating to the U.S., the Parties shall confer as promptly as reasonably practicable to each party required to provide whether such claim would result in indemnification under this Section 5 of 11.3 and in any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure event how to so notify an respond to the claim. The Indemnified Party shall provide the Indemnifying Party shall not release such Indemnifying Party from any liability that it may havewith reasonable assistance, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of at the Indemnifying Party's expense, in connection with the defense of the Claim for which indemnity is being sought. Upon The Indemnified Party may participate in and monitor such notificationdefense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain assume and conduct the defense of the Claim with counsel of its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between themchoice. The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Party, such consent not to be liable for unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle any such Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement of with respect to the claim in any proceeding effected without its written manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintifffrom, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentas provided in this Article 11.

Indemnification Procedures. Each person entitled to indemnification The Indemnified Party shall promptly notify the Licensee upon becoming aware of a Claim under this Section 5 (an “9. The Licensee shall promptly assume control of the defense and investigation of such Claim, with counsel reasonably acceptable to the Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to reasonably cooperate with the contraryLicensee in connection therewith, in each case at the Licensee’s sole cost and expense. The Indemnified Party may participate in the defense of such Claim, with counsel of its own choosing and at its own cost and expense. Licensee shall not settle any such Claim on any terms or (B) the named parties in any manner that adversely affects the rights of any Indemnified Party without such action (including any impleaded parties) include both Indemnified Party’s prior written consent. If the Indemnifying Party and Licensee fails or refuses to assume control of the defense of such Claim, the Indemnified Party has the right, but no obligation, to defend against such Claim, including settling such Claim after giving Notice to the Licensee, in each case in such manner and representation of both parties by on such terms as the same counsel would be inappropriate due Indemnified Party may deem appropriate. Neither the Indemnified Party’s failure to actual perform any obligation under this Section 9.2 nor any Indemnified Party’s act or potential differing omission in the defense or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without such Claim will relieve the Licensee of its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party)obligations under this Section 9.2, but if settled including with such consent or if there be final judgment for respect to any Losses, except to the plaintiff, extent that the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentLicensee can demonstrate that it has been materially prejudiced as a result thereof.

Indemnification Procedures. Each (a) The person entitled to seeking indemnification under this Section 5 hereunder (each, an “"Indemnified Party”") shall give the party or parties from whom indemnification is sought or to be sought (each, an "Indemnifying Party") prompt written notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against or Loss as to which they have received written notification. If an indemnification claim involves a claim by it a third party (a "Third Party Claim"), the Indemnified Party shall promptly notify the Indemnifying Party thereof in respect writing; provided, however, that no delay on the part of which indemnity may be sought hereunder, but failure to so notify an the Indemnified Party in notifying the Indemnifying Party shall not release such relieve the Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party obligation hereunder unless (Aand then solely to the extent) the Indemnifying Party is actually and materially prejudiced thereby. An Indemnifying Party shall have ten business days from the delivery of such notice (the "Notice Response Period") to notify the Indemnified Party shall have mutually agreed whether or not it disputes its liability to the contrary, or (B) the named parties in any such action (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 hereunder with respect to actual such claim or potential differing or conflicting interests between themdemand. The If an Indemnifying Party disputes its liability to an Indemnified Party hereunder with respect to such claim or demand or the amount thereof, such dispute shall not be liable for any settlement resolved by a civil action in a court of appropriate jurisdiction (including as part of any proceeding effected without its written consent (with respect to the claim that gave rise to the indemnification claim to which shall not such dispute relates) which may be unreasonably withheld commenced by either party. During the Notice Response Period, no such claim or delayed demand may be settled by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentParty.

Indemnification Procedures. Each person entitled In the event that an Indemnitee intends to claim indemnification under this Section 5 Article 8, it shall promptly notify the other party (an the “Indemnified PartyIndemnitor”) in writing of such alleged Liability. The Indemnitor shall give have the sole right to control the defense and/or settlement thereof, provided that the indemnified party may participate in any such proceeding with counsel of its choice at its own expense. The indemnity agreement in this Article 8 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld unreasonably. The failure to deliver written notice as promptly as reasonably practicable to each party required the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to provide indemnification its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, Article 8 but failure the omission so to so notify an Indemnifying Party deliver written notice to the Indemnitor shall not release such Indemnifying Party from relieve the Indemnitor of any liability that it may havehave to any Indemnitee other than under this Article 8. The Indemnitee under this Article 8, otherwise than on account of this indemnity agreement so long as such failure its employees and agents, shall not have materially prejudiced cooperate fully with the position of Indemnitor and its legal [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. representatives and provide full information in the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement investigation of any expenses incurred Claim covered by it in connection with such action except as described belowthis indemnification. In any such action, any Indemnified Party Neither party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected costs or expenses incurred by the other party without its prior written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentauthorization.

Indemnification Procedures. Each person entitled to personentitledto indemnification under this Section 5 6 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 6 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (Ai) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (Bii) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

Indemnification Procedures. Each person entitled A party claiming indemnification pursuant to indemnification under this Section 5 (an “section shall promptly give the other party written notice of any action, suit or proceeding to which it claims such indemnity applies. The indemnifying party shall provide the defense with respect to claims to which this indemnity applies and in doing so shall have the right to control the defense and settlement with respect to such claims; provided, however, that any settlement includes a general release of the indemnified party with no admission or finding of fault by the indemnified party. The indemnified party shall cooperate fully with the indemnifying party in such defense, including making relevant documents available and providing witnesses to testify at any deposition, trial, hearing, arbitration, or other proceeding. A KNC Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 Party or Synthes Indemnified Party may participate at its expense in the defense of any action commenced against or by it in respect of claim which indemnity may be sought hereunder, but failure asserted against it and for which such party seeks indemnity pursuant to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account the provisions of this indemnity agreement so long as section, or such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying KNC Indemnified Party shall or Synthes Indemnified Party may assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such or action, any Indemnified Party shall have including the right to retain settle or compromise any claim against it without the consent of the indemnifying party; provided, however, that in assuming such defense it shall be deemed to have waived its own counsel, but right to indemnification except in cases where: (i) the fees indemnifying party has failed to promptly initiate and expenses continue the defense of such counsel shall be at the expense of such Indemnified Party unless claim; or (Aii) the Indemnifying Party indemnified party reasonably determines that a conflict of interest between the indemnifying party and the Indemnified Party indemnified party exists with respect to such claim. Each party shall have mutually agreed make a reasonable effort to the contrary, or (B) the named parties cooperate in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentand/or defense.

Indemnification Procedures. Each person entitled A Party or any of its Affiliates or their respective directors, officers, employees or agents (the “Indemnitee”) that intends to claim indemnification under this Section 5 Article 10 shall promptly notify the other Party (an the “Indemnified PartyIndemnitor”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any claim or action commenced against or by it in respect of which indemnity may be sought hereunderthe Indemnitee intends to claim such indemnification, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced and the position of the Indemnifying Party. Upon such notification, the Indemnifying Party Indemnitor shall assume the defense of such action if it is a claim brought by a third partythereof with counsel mutually satisfactory to the Parties; provided, andhowever, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party that an Indemnitee shall have the right to retain its own counsel, but with the fees and expenses to be paid by the Indemnitor, if representation of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties Indemnitee by the same counsel retained by the Indemnitor would be inappropriate due to actual or potential differing or conflicting interests between themsuch Indemnitee and any other Party represented by such counsel in such proceedings. The Indemnifying Party indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of any claim or action if such settlement is effected without the prior consent of the Indemnitor, which consent shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed unreasonably. The failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such claim or action, if materially prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 10 with respect to such action. The Indemnitee under this Article 10, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any claim or action covered by this indemnification. The Indemnitee shall not settle any such Indemnifying Party), but if settled with such claim or action without the consent or if there be final judgment for of the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentIndemnitor.

Indemnification Procedures. Each person entitled to indemnification The Party claiming indemnity under this Section 5 Article 9 (an the “Indemnified Party”) shall give written notice as to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly as reasonably practicable to each party required to provide indemnification under this Section 5 after learning of any the claim, suit, proceeding or cause of action commenced against or by it in respect of for which indemnity may be is being sought hereunder, but failure to so notify an (a “Claim”). The Indemnified Party shall provide the Indemnifying Party shall not release such Indemnifying Party from any liability that it may havewith reasonable assistance, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of at the Indemnifying Party. Upon such notification’s expense, the Indemnifying Party shall assume in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party defense with counsel of its own choosing at its sole expense which shall not be entitled subject to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such actionindemnification; provided, any Indemnified however, that the Indemnifying Party shall have the right to retain assume and conduct the defense of the Claim with counsel of its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between themchoice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be liable for unreasonably withheld. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle any such Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement of with respect to the Claim in any proceeding effected without its written manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintifffrom, the Indemnifying Party shall in connection therewith), and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentas provided in this Article 9.

Indemnification Procedures. Each person entitled to indemnification Promptly after receipt by an indemnified party under this Section 5 2.6 of notice of the commencement of any action (an “Indemnified Party”) shall give notice as promptly as reasonably practicable including any governmental action), such indemnified party will, if a claim in respect thereof is to each be made against any indemnifying party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder2.6, but failure deliver to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position indemnifying party a written notice of the Indemnifying Party. Upon such notificationcommencement thereof and the indemnifying party shall have the right to participate in and, to the Indemnifying Party shall extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense of such action if it is a claim brought thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party one counsel) shall have the right to retain its own one separate counsel, but with the fees and expenses to be paid by the indemnifying party, if representation of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties indemnified party by the same counsel retained by the indemnifying party would be inappropriate due to actual or potential differing or conflicting interests between themsuch indemnified party and any other party represented by such counsel in such proceeding. The Indemnifying Party failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of liability to the indemnified party under this Section 2.6 to the extent of such prejudice, but the omission so to deliver written notice to the indemnifying party will not be liable for relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.6. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to the 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 any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party a release from and against any loss, damage or all liability by reason in respect of such settlement claim or judgmentlitigation.

Indemnification Procedures. Each person Notwithstanding the foregoing Sections 2.1 and 2.2, each party entitled to indemnification under this Section 5 (an the “Indemnified Party”) shall give notice as promptly as reasonably practicable to each the party required to provide indemnification under this Section 5 (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any action commenced against or by it in respect of claim as to which indemnity may be sought hereundersought, but failure to so notify an Indemnifying Party and shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, permit the Indemnifying Party shall to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action if it is a claim brought by a third partyand provided further, and, if and after such assumption, that the Indemnifying Party shall not be entitled assume the defense for matters as to reimbursement which there is a conflict of interest or as to which the Indemnifying Party is asserting separate or different defenses, which defenses are inconsistent with the defenses of the Indemnified Party. No Indemnifying Party, in the defense of any expenses incurred such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by it the claimant or plaintiff to such Indemnified Party of a release from all liability in connection with respect to such action except as described belowclaim or litigation. In any such action, any No Indemnified Party shall have the right consent to retain its own counsel, but the fees and expenses entry of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, any judgment or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for enter into any settlement without the consent of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such each Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

Indemnification Procedures. Each person entitled A Party who desires to exercise its rights to indemnification under this Section 5 Agreement (an “Indemnified PartyIndemnitee”) shall give notice as promptly as reasonably practicable to each party required notify the other Party who is obligated under this Agreement to provide such indemnification under this Section 5 (an “Indemnitor”) of any action commenced against Loss or by it in respect claim for Loss or other matter for which indemnification is sought and shall deliver to the Indemnitor copies of which indemnity process and pleadings or other document making a claim, and shall otherwise provide such cooperation as may be sought hereunderreasonably requested by the Indemnitor (however, but a failure to so notify an Indemnifying Party provide any such notification or cooperation shall not release affect any rights to indemnification except to the extent that the Indemnitor has been prejudiced thereby). Within five (5) Days after receipt of such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notificationnotice, the Indemnifying Party Indemnitor shall assume undertake the defense of each such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties that has been approved by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (Indemnitee, which approval shall not be unreasonably withheld or delayed delayed. If the Indemnitor undertakes the defense of a claim in the manner required by this Clause 12.3, the Indemnitee nonetheless may also, at its own expense, engage separate counsel and participate in the defense of any claim brought against it. If the Indemnitor fails to undertake and sustain the defense of any claim in the manner required by this Clause 12.3, the Indemnitee may engage separate counsel, pay, settle or otherwise finally resolve such Indemnifying Party), but if settled with such consent or if there be final judgment claim for the plaintiffaccount and at the risk and expense of the Indemnitor; provided, the Indemnifying Party shall indemnify the Indemnified Party from and against however, that any losspayment, damage or liability by reason of such settlement or final resolution otherwise received by the Indemnitee shall to the extent so received release the Indemnitor from liability for such claim. Notwithstanding anything herein to the contrary, no settlement or consent to any judgment, award or decree may be made that (i) does not unconditionally release the Indemnitee of all liability, or (ii) require the Indemnitee to make an admission of fault, in each case, without the Indemnitor’s prior written consent.

Indemnification Procedures. Each In case any proceeding (including any governmental investigation) shall be instituted involving any person entitled in respect of which indemnity may be sought pursuant to indemnification under this Section 5 6, such person (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced notify the person against or by it in respect of which whom such indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced (the position of the “Indemnifying Party. Upon such notification, ”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such action if it is a claim brought by a third partyIndemnified Party, and, if and after such assumption, shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not be entitled relieve the Indemnifying Party of its obligations hereunder except to reimbursement of any expenses incurred the extent (and only to the extent that) that the Indemnifying Party is materially prejudiced by it in connection with such action except as described belowfailure to notify. In any such actionproceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (Aa) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, retention of such counsel or (Bb) in the named parties in any reasonable judgment of such action (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 or conflicting interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties (including in the case of Buyer, all of its officers, directors and controlling persons) and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed by such Indemnifying Partydelayed), but if settled with such consent consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify the and hold harmless such Indemnified Party Parties from and against any loss, damage loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Indemnification Procedures. Each person entitled (a) Whenever any Claim shall arise for indemnification hereunder, the Seller Indemnitee or Buyer Indemnitee, as applicable, shall promptly provide written notice of such Claim to indemnification under this Section 5 (an “Indemnified the indemnifying Party”) shall give notice ; provided, however, that a Buyer Indemnitee’s or Seller Indemnitee’s, as promptly as reasonably practicable to each party required applicable, failure to provide indemnification under this Section 5 of any action commenced against or by it delay in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall providing such written notice will not release such Indemnifying relieve the indemnifying Party from any liability hereunder with respect to such Claim, except to the extent that it may have, otherwise than on account of this indemnity agreement so long as the indemnifying Party is prejudiced by such failure shall not have materially prejudiced the position of the Indemnifying Partyor delay. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified The indemnifying Party shall have the right to retain thirty (30) days from its own counsel, but the fees and expenses receipt of such counsel shall be at aforementioned notice to (i) cure the expense of Losses complained of, (ii) admit its liability for such Indemnified Losses or (iii) dispute the Claim for such Losses. If the indemnifying Party unless does not notify the Buyer Indemnitee or Seller Indemnitee, as applicable, providing notice within such thirty (A) 30)-day period that it has cured the Indemnifying Party and Losses or that it disputes the Indemnified Claim for such Losses, the indemnifying Party shall conclusively be deemed to have mutually agreed denied Losses with respect to such matter. If the contrary, indemnifying Party does not admit or otherwise denies its liabilities against a Claim for indemnification within the thirty (B) the named parties 30)-day period set forth in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Partythis Section 5.3(a), but if settled then the applicable Buyer Indemnitee or Seller Indemnitee, as applicable, shall diligently and in good faith pursue its rights and remedies under this Agreement with respect to such consent or if there be final judgment Claim for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentindemnification.

Indemnification Procedures. Each person Person entitled to indemnification under this Section 5 Article VIII (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 Article VIII (an “Indemnifying Party”) of the commencement of any action commenced against action, suit, proceeding or by it investigation or threat thereof made in writing in respect of which indemnity may be sought hereunder; provided, but however, failure to so notify an Indemnifying Party shall not release relieve such Indemnifying Party from any liability that it may have, have otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, assumption the Indemnifying Indemnified Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (Ai) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (Bii) the named parties in any such action (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 or conflicting interests between them. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel in any one jurisdiction for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel or counsels. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

Indemnification Procedures. Each In case any proceeding (including any governmental investigation) shall be instituted involving any person entitled in respect of which indemnity may be sought pursuant to indemnification under this Section 5 Section, such person (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced notify the person against or by it in respect of which whom such indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced (the position of the “Indemnifying Party. Upon such notification, ”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such action if it is a claim brought by a third partyIndemnified Party, and, if and after such assumption, shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not be entitled relieve the Indemnifying Party of its obligations hereunder except to reimbursement of any expenses incurred the extent (and only to the extent that) that the Indemnifying Party is materially prejudiced by it in connection with such action except as described belowfailure to notify. In any such actionproceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (Ai) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, retention of such counsel or (Bii) in the named parties in any reasonable judgment of such action (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 or conflicting interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties (including in the case of Lender, all of its officers, directors and controlling persons) and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed by such Indemnifying Partydelayed), but if settled with such consent consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify the and hold harmless such Indemnified Party Parties from and against any loss, damage loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Indemnification Procedures. Each person entitled to indemnification Promptly after receipt by a Holder Indemnitee or a Company Indemnitee (collectively, "Indemnitees" and, individually, an "Indemnitee") under this Section 5 (an “Indemnified Party”6.8(a) shall give or 6.8(b) of notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of the commencement of any action commenced against or by it action, such Indemnitee will, if a claim in respect thereof is to be made against the indemnifying party under such clause, notify the indemnifying party in writing of which indemnity may be sought hereunder, the commencement thereof; but failure the omission so to so notify an Indemnifying Party shall the indemnifying party will not release such Indemnifying Party relieve the indemnifying party from any liability which it may have to any Indemnitee otherwise than under such clauses except to the extent that the indemnifying party has been prejudiced by the failure to receive such notice. In case any such action is brought against any Indemnitee, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to the extent that it may havewish, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notificationjointly with any other indemnifying party similarly notified, the Indemnifying Party shall to assume the defense of thereof, with counsel reasonably satisfactory to such action if it is a claim brought by a third partyIndemnitee, and, if and after written notice from the indemnifying party to such assumptionIndemnitee of its election to assume the defense thereof, the Indemnifying Party shall indemnifying party will not be entitled liable to reimbursement of such Indemnitee under such clause for any legal or other expenses subsequently incurred by it such Indemnitee in connection with such action except as described below. In any such action, any Indemnified Party shall the defense thereof other than reasonable costs of investigation; provided that the Indemnitee will have the right to retain its own employ one counsel to represent such Indemnitee if, in the reasonable judgment of such Indemnitee (based on the written opinion of counsel), but it is advisable for such party to be represented by separate counsel because a conflict of interest exists between such indemnified and indemnifying party in respect of such claim, and in that event the reasonable fees and expenses of such separate counsel shall will be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties paid by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between themindemnifying party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party)Notwithstanding the foregoing, but if settled with such consent or if there be final judgment for the plaintiffCompany is an Indemnitee, the Indemnifying Party shall indemnify Company will designate the Indemnified Party from one counsel, and against any lossin all other circumstances, damage or liability the one counsel will be designated by reason a majority in interest based upon the Registrable Securities of such settlement or judgmentthe Indemnities. For purposes of this Section 6.8 the terms "control," and "controlling person" have the meanings which they have under the Securities Act.

Indemnification Procedures. Each person entitled to indemnification Promptly after receipt by an indemnified party under this Section 5 (an “Indemnified Party”5(5) shall give of notice as promptly as reasonably practicable of the commencement of any action, such indemnified party will, if a claim in respect thereof is to each be made against any indemnifying party required to provide indemnification under this Section 5 of any action commenced against or by it 5(5), notify the indemnifying party in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position writing of the Indemnifying Party. Upon such notification, commencement thereof and the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party indemnifying party shall have the right to retain its own counselparticipate in, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed and, to the contraryextent the indemnifying party so desires, or (B) jointly with any other indemnifying party similarly given notice to assume the named parties defense thereof with counsel mutually satisfactory to the parties; provided, however, that if the defendants in any such action (including any impleaded parties) include both the Indemnifying Party indemnified party and the Indemnified Party indemnifying party and representation the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party, or if the interests of both parties the indemnified party may reasonably be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expense and fees of such separate counsel and other expenses relating to such participation to be reimbursed by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between themindemnifying party as incurred. The Indemnifying Party failure to notify an indemnifying party promptly of the commencement of any such action, if prejudicial to his ability to defend such action, shall not be liable for any settlement relieve such indemnifying party of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Partyliability to the indemnified party under this Section 5(5), but if settled such liability shall be reduced in accordance with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason extent of such settlement or judgmentprejudice.

Indemnification Procedures. Each person entitled to indemnification The Party claiming indemnity under this Section 5 ARTICLE 11 (an the “Indemnified Party”) shall will give written notice as to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly as reasonably practicable to each party required to after learning of a Claim. The Indemnified Party will provide indemnification under this Section 5 the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of any action commenced against or by it in respect of the Claim for which indemnity is being sought. The Indemnified Party may be sought hereunderparticipate in and monitor such defense with counsel of its own choosing at its sole expense; provided, but failure to so notify an however, the Indemnifying Party shall not release such may assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party from will not settle any liability that it may haveClaim without the prior written consent of the Indemnified Party, otherwise than on account not to be unreasonably withheld, unless the settlement involves only the payment of this indemnity agreement so money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party will not settle or compromise any such failure shall not have materially prejudiced Claim without the position prior written consent of the Indemnifying Party. Upon If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such notificationClaim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such actiontherewith), any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (Ab) the Indemnifying Party and the Indemnified Party shall have mutually agreed will remain responsible to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentas provided in this ARTICLE 11.

Indemnification Procedures. Each person (a) Upon obtaining knowledge of any claim or demand which has given rise to, or is expected to give rise to, a claim for indemnification hereunder, General Mills or Diageo, as the case may be, shall give written notice ("Notixx xx Claim") of such claim or demand to the other. The party giving such Notice of Claim shall furnish to the other party in reasonable detail such information as the General Mills Indemnified Parties or the Diageo Indemnified Parties, as the cxxx xay be, may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). Subject to the limitations set forth in Sections 9.2(b) and 9.3(b) hereof, no failure or delay by General Mills or Diageo in the performance of the foregoing shall reduce or oxxxxxise affect the obligation of the Diageo Indemnifying Parties or the General Mills Indemnifying Parties, respectively, to indemnify and hold the Gxxxxxl Mills Indemnified Parties or the Diageo Indemnified Parties, respectixxxx, harmless, except to the extent that such failure or delay shall have actually adversely affected the General Mills Indemnifying Parties' or Diageo Indemnifying Parties', as the cxxx xay be, ability to defend against, settle or satisfy any Covered Losses for which the party seeking indemnification is entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment.

Indemnification Procedures. Each person entitled to indemnification Promptly after receipt by a Participant Indemnitee or a Company Indemnitee (collectively, "Indemnitees" and, individually, an "Indemnitee") under this Section 5 (an “Indemnified Party”7(a) shall give or 7(b) hereof of notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of the commencement of any action commenced against or by it action, such Indemnitee will, if a claim in respect thereof is to be made against the indemnifying party under such clause, notify the indemnifying party in writing of which indemnity may be sought hereunder, the commencement thereof; but failure the omission so to so notify an Indemnifying Party shall the indemnifying party will not release such Indemnifying Party relieve the indemnifying party from any liability that it may have, have to any Indemnitee otherwise than on account of this indemnity agreement so long as under such failure clauses. In case any such action shall not have materially prejudiced be brought against any Indemnitee, and it shall notify the position indemnifying party of the Indemnifying Party. Upon such notificationcommencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense of thereof, with counsel satisfactory to such action if it is a claim brought by a third partyIndemnitee, and, if and after notice from the indemnifying party to such assumptionIndemnitee of its election to assume the defense thereof, the Indemnifying Party indemnifying party shall not be entitled liable to reimbursement of such Indemnitee under such clause for any legal or other expenses subsequently incurred by it such Indemnitee in connection with such action except as described below. In any such actionthe defense thereof other than reasonable costs of investigation; provided, any Indemnified Party however, that the Indemnitee shall have the right to retain its own counselemploy one counsel to represent such Indemnitee if, but in the reasonable judgment of such Indemnitee, it is advisable for such party to be represented by separate counsel because separate defenses are available, or because a conflict of interest exists between such indemnified and indemnifying party in respect of such claim, and in that event the fees and expenses of such separate counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties paid by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between themindemnifying party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party)Notwithstanding the foregoing, but if settled with such consent or if there be final judgment for the plaintiffCompany is an Indemnitee, the Indemnifying Party Company shall indemnify designate the Indemnified Party from one counsel, and against any lossin all other circumstances, damage or liability the one counsel shall be designated by reason a majority in interest based upon the Registrable Securities of such settlement or judgmentthe Indemnitees. For purposes of this Section 7 the terms "control," and "controlling person" have the meanings that they have under the Securities Act.

Indemnification Procedures. Each Promptly after receipt by any indemnified person entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give of a notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of a claim or the beginning of any action commenced against or by it in respect of which indemnity may is to be sought hereunderagainst an indemnifying person pursuant to this Section 5.5, but failure such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, and, subject to so notify the provisions hereinafter stated, in case any such action shall be brought against an Indemnifying Party indemnified person and the indemnifying person shall not release such Indemnifying Party from any liability have been notified thereof, the indemnifying person shall be entitled to participate therein, and, to the extent that it may haveshall wish, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall to assume the defense thereof, with counsel reasonably satisfactory to the indemnified person; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder unless the failure to give such action if it notice is a claim brought by a third materially prejudicial to an indemnifying party, and, if and after ’s ability to defend such assumptionaction. After notice from the indemnifying person to such indemnified person of the indemnifying person’s election to assume the defense thereof, the Indemnifying Party indemnifying person shall not be entitled liable to reimbursement of such indemnified person for any legal expenses subsequently incurred by it such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate in the reasonable opinion of counsel for the indemnified person for the same counsel to represent both the indemnified person and such action except as described below. In indemnifying person or any such actionaffiliate or associate thereof, any Indemnified Party the indemnified person shall have the right be entitled to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) indemnifying person; provided, however, that in the Indemnifying Party case of the immediately preceding proviso, and notwithstanding Section 5.5.1 above, the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party indemnifying person shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment responsible for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason legal expenses of such settlement or judgmentmore than one counsel for all indemnified persons.

Indemnification Procedures. Each person entitled In the event a Party intends to claim indemnification under this Section 5 16.5 for itself or its indemnitee (an “Indemnified Party”the "Indemnitee"), such Party shall promptly notify the other Party (the "Indemnitor") shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 in writing of any action commenced against or by it matter in respect of which indemnity the Indemnitee intends to claim such indemnification. The Indemnitee shall permit the Indemnitor, at its discretion, to settle any such matter and agrees to the complete control of such defense or settlement by the Indemnitor; provided, however, that such settlement does not adversely (i) affect the Indemnitee's rights under this Agreement or (ii) impose any material obligations on the Indemnitee in addition to those set forth herein in order for Indemnitee to exercise rights under this Agreement. No settlement of any such matter which materially and adversely affect the Indemnitee's rights under this Agreement or impose any material obligations on the Indemnitee in addition to those set forth herein in order for Indemnitee to exercise rights under this Agreement may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced made by the position Indemnitor without the prior written consent of the Indemnifying PartyIndemnitee. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party The Indemnitee shall not be entitled to reimbursement responsible for any legal fees or other costs incurred other than as provided herein. The Indemnitee and its directors, officers and employees shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any matter covered by the applicable indemnification. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and at its own expenses incurred by it in connection with such action except as described belowany matter that is subject to indemnification. In any such action, any Indemnified It is understood that only a Party shall have the right to retain may claim indemnity under this Section 16 (on its own counsel, but the fees and expenses behalf or on behalf of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying PartyIndemnitee), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentother TANABE Indemnitees and VIVUS Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedures. Each person entitled to Whenever any claim shall arise for indemnification under this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying the Indemnified Party shall not release promptly provide written notice of such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of claim to the Indemnifying Party. Upon such notificationSuch notice by the Indemnified Party shall: (a) describe the claim in reasonable detail; (b) include copies of material written evidence thereof; and (c) indicate the estimated amount, according to the actual condition or other reasonable factors, of the Loss that has been or may be sustained by the Indemnified Party. In connection with any claim to the Indemnified Party under Section 6.02 and Section 6.03, giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party shall Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such action if it is a claim brought by a third partyAction with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, andwith its counsel and at its own cost and expense, if and after such assumption, subject to the Indemnifying Party's right to control the defense thereof. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be entitled obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it to reimbursement the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any expenses incurred by it damages resulting therefrom. Seller and Buyers shall cooperate with each other in all reasonable respects in connection with the defense of any claim, including: (i) making available (subject to the provisions of Section 5.01) records relating to such action except claim; and (ii) furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as described below. In any such action, any Indemnified Party shall have may be reasonably necessary for the right to retain its own counsel, but preparation of the fees and expenses defense of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentclaim.

Indemnification Procedures. Each person entitled In the event of any such Claim against any of the Vividion Indemnified Parties by any Third Party, Vividion shall promptly, and in any event within [***] Business Days, notify Celgene in writing of the Claim. Celgene shall have the right, exercisable by notice to indemnification under this Section 5 Vividion within [***] Business Days after receipt of notice from Vividion of the Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Claim (an “Indemnified Party”provided that such Claim is solely for monetary damages and Celgene agrees to pay all Damages relating to such matter, as evidenced in a written confirmation delivered by Celgene to Vividion) shall give notice as promptly as with counsel selected by Celgene and reasonably practicable acceptable to each party required Vividion; provided, however, that the failure to provide indemnification under this Section 5 timely notice of any action commenced against or a Claim by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying a Third Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as limit a Vividion Indemnified Party’s right for indemnification hereunder except to the extent such failure results in actual prejudice to Celgene. The Vividion Indemnified Parties shall not have materially prejudiced the position of the Indemnifying Party. Upon such notificationcooperate with Celgene and may, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third partyat their option and expense, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties separately represented in any such action (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 or conflicting interests between themproceeding. The Indemnifying Party Celgene shall not be liable for any settlement of any proceeding effected litigation costs or expenses incurred by the Vividion Indemnified Parties without its Celgene’s prior written consent (which authorization for so long as Celgene controls such litigation. In addition, Celgene shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment responsible for the plaintiffindemnification or defense of any Vividion Indemnified Party to the extent arising from any negligent or intentional acts by any Vividion Indemnified Party or the breach by Vividion of any representation, the Indemnifying obligation or warranty under this Agreement, or any Claims compromised or settled without its prior written consent. Each Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentuse reasonable efforts to mitigate Damages indemnified under this Section 13.1.

Indemnification Procedures. Each person In the event of a claim by a third party, with respect to which either CSG or a Client is entitled to indemnification under any provision of this Section 5 Agreement, the party seeking indemnification (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each notify the other party required to provide indemnification under this Section 5 of (“Indemnifying Party”); provided, however, that any action commenced against or by it in respect of which indemnity may be sought hereunder, but unintentional failure to so notify an make such prompt notification shall not relieve the Indemnifying Party of its obligations hereunder unless the Indemnifying Party’s ability to defend such claim is materially prejudiced thereby. The Indemnifying Party shall not release such have sole control over the defense of the claim and any negotiation for its settlement or compromise, and the Indemnified Party shall comply with any reasonable actions required by the Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of (at the Indemnifying Party. Upon such notification, ’s expense) to minimize the Indemnifying Party shall assume Party’s and/or the defense Indemnified Party’s liability in the claim, provided such compliance is not, in the reasonable opinion of such action if it is a claim brought by a third partythe Indemnified Party’s counsel, and, if and after such assumptionadverse to the Indemnified Party’s interests. However, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In settle any such actionclaim or alleged claim without first obtaining the Indemnified Party’s prior written consent where the settlement would result in any admission of wrongdoing or liability on the part of the Indemnified Party, impose any obligation or liability on the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless party (A) the Indemnifying Party and other than monetary liability for which the Indemnified Party shall have mutually agreed to is indemnified by the contraryIndemnifying Party, or (B) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and adversely affect the Indemnified Party Party’s rights, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written such consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party)withheld. In addition, but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against may participate in any loss, damage or liability by reason of such settlement or judgmentclaim for indemnification under this Agreement using its own counsel at its own expense.

Indemnification Procedures. Each person entitled to indemnification under this Section 5 (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 Upon the filing of any action commenced against such Claim or by it in respect of which indemnity may be sought hereundersuit, but failure to so the Indemnitee shall promptly notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party thereof, shall assume give full information and reasonable assistance in the defense or settlement of such Claim or suit and shall permit such Indemnifying Party, at its cost, to control the defense of such action if Claim or suit; provided, however, that the Indemnitee may, at its own expense, retain such additional attorneys as it is a claim brought by a third partymay deem necessary; and provided, andfurther, if and after that any delay in providing such assumption, notice shall not relieve the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred of its obligations under this Article 11 except to the extent the Indemnifying Party is materially prejudiced by it such delay. The Indemnifying Party and its attorneys shall permit the Indemnitee’s attorneys to reasonably observe and/or participate in connection with the defense of such action except as described belowClaims or suits. In any such action, any Indemnified The Indemnifying Party shall have the right right, after consultation with the Indemnitee, to retain its own counselresolve and settle any such Claims or suits, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) provided that, in no event may the Indemnifying Party and compromise or settle any such Claim in a manner that admits fault or negligence on the Indemnified Party shall have mutually agreed to part of the contraryIndemnitee, does not contain an applicable release of Claims, or (B) includes injunctive relief or any damages other than monetary damages, in each case, without the named parties in any such action (including any impleaded parties) include both prior written consent of 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 or conflicting interests between themIndemnitee. The Indemnifying Party shall not be liable responsible for any settlement of or other disposition or agreement reached with respect to any proceeding effected without its written consent (which shall not be unreasonably withheld such Claim or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, suit unless the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of have given its prior written consent with respect to such settlement or judgmentother disposition or agreement.

Indemnification Procedures. Each person entitled A Party who intends to claim indemnification under this Section 5 12.1 or 12.2 hereof (an the “Indemnified PartyIndemnitee”) shall give notice as promptly as reasonably practicable notify the other Party (the “Indemnitor”) in writing of any claim for which the Indemnitee intends to each party required seek indemnification hereunder. The Indemnitor shall have the exclusive right and authority to conduct the defense or settlement of any such claim at the Indemnitor’s sole expense and the Indemnitee shall cooperate with the Indemnitor therewith; provided, however, that (i) the Indemnitee shall be entitled to provide indemnification under this Section 5 of any action commenced against or by it consultation in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying Party from any liability that it may have, otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third partymatter and to employ counsel at its expense to assist Indemnitee in providing such consultation (but, and, if and after such assumptionfor the avoidance of doubt, the Indemnifying Party Indemnitor shall have final decision-making authority regarding all aspects of such defense) and (ii) in the defense or settlement of any claim, the Indemnitor shall not be entitled (x) admit to reimbursement of any expenses incurred wrongdoing by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contraryIndemnitee, or (By) consent to the named parties in entry of any such action (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 judgment or potential differing or conflicting interests between them. The Indemnifying Party shall not be liable for enter into any settlement of with respect to any proceeding effected claim to the extent such judgment or settlement provides for equitable CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4) AND 240.24b-2. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. relief against the Indemnitee or if such judgment or such settlement does not expressly unconditionally release the Indemnitee from all liabilities, in each case, without its the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed by such Indemnifying Partydelayed), but if settled . The Indemnitee shall provide the Indemnitor with such consent or if there be final judgment for information and assistance as the plaintiffIndemnitor may reasonably request, at the Indemnifying Party shall indemnify expense of the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentIndemnitor.

Indemnification Procedures. Each person entitled to indemnification The Party claiming indemnity under this Section 5 Article 14 (an the “Indemnified Party”) shall give written notice as promptly as reasonably practicable to each party required to provide indemnification under this Section 5 of any action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not release such Indemnifying the Party from any liability that it may have, otherwise than on account whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of this indemnity agreement so long as such failure Claim and shall not have materially prejudiced offer control of the position defense of such Claim to the Indemnifying Party. Upon The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such notificationdefense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and, if and after such assumption, the Indemnifying Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below. In any such action, any Indemnified Party shall have the right to retain assume and conduct the defense of the Claim with counsel of its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, or (B) the named parties in any such action (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 or conflicting interests between themchoice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be liable for unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement of with respect to such Claim in any proceeding effected without its written manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent (which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintifffrom, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgmentas provided in this Article 14.