Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all reasonable and documented fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable and documented expenses and fees of such separate counsel and other reasonable and documented expenses related to such participation to be reimbursed by the Indemnifying Party as incurred.

Indemnification Procedures. Promptly after receipt by In case any said action, suit, proceeding, or claim for which indemnity may be payable hereunder shall be brought against a party entitled to claim indemnification hereunder SIDCO Indemnified Party or an Adviser Indemnified Party, as applicable (an “Indemnified Party”) of notice of the commencement of any action), such and said Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party applicable indemnifying party of the commencement thereof, the Indemnifying Party said indemnifying party shall be entitled to participate in in, and, to the extent it that said indemnifying party shall wish, wish to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, retain said party’s own counsel reasonably satisfactory to said Indemnified Party, subject to the Indemnifying further provisions of this paragraph. After written notice from said indemnifying party to said Indemnified Party of said indemnifying party’s election to so assume the defense thereof, said indemnifying party shall not be liable to such the applicable Indemnified Party under this Section 6.3 Parties for any legal additional attorneys’ fees or other expenses of litigation, other than reasonable costs of investigation subsequently incurred by such said Indemnified Party Parties in connection with the defense thereof, unless: (i) the employment of counsel by said Indemnified Parties has been authorized in writing by said indemnifying party, said authorization not to be unreasonably withheld or delayed; if the (ii) said Indemnified Party retains its own counsel, then the Parties shall have obtained a written opinion of counsel reasonably acceptable to said indemnifying party that there exists a conflict of interest between said Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party Parties and the Indemnifying Party and relevant party in the Indemnified Party shall have reasonably concluded conduct of the defense of said action or that there may be reasonable are one or more defenses available to it said Indemnified Parties that are unavailable to said indemnifying party (in which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party case said indemnifying party shall not have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in direct the defense of such said action on behalf of said Indemnified Parties); or (iii) said indemnifying party shall not in fact have employed counsel reasonably satisfactory to said Indemnified Parties to assume the defense of said action, with in each of which cases the reasonable fees and expenses of counsel utilized by said Indemnified Parties shall be at the expense of said indemnifying party, it being understood, however, that said indemnifying party, in connection with any one said action or separate but substantially-similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, shall not be liable for the reasonable fees and fees expenses of such more than one separate counsel and other expenses related to such participation to firm of attorneys for an Indemnified Party, which firm shall be reimbursed designated in writing by the Indemnifying Party as incurredIndemnified Party. Notwithstanding the foregoing, under the circumstances described in clause (ii) above, the applicable Indemnified Parties shall be entitled to retain an additional law firm, in any one said action or separate but substantially-similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances; provided, that said Indemnified Parties have obtained a written opinion of counsel reasonably acceptable to the indemnifying party that a conflict of interest exists that would preclude the use of a single law firm, in which case the indemnifying party shall be liable for the reasonable fees and expenses of counsel designated by the Indemnified Parties in writing. All said fees and expenses which are at the expense of an indemnifying party hereunder shall be promptly paid by said indemnifying party.

Indemnification Procedures. Promptly after receipt by The obligation of a party entitled Party (the “Indemnifying Party”) under Section 8.1 (Indemnification By Adimab) or Section 8.2 (Indemnification By Arsanis) (as applicable) to claim indemnification hereunder Indemnify the other Party (an the “Indemnified Party”) of notice of and its associated indemnitees – i.e., the commencement of any actionAdimab Indemnitees or Arsanis Indemnitees, such as applicable (the “Indemnitees”) – is conditioned on: (a) the Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify providing the Indemnifying Party prompt written notice of any Third-Party Claim giving rise to an indemnification obligation hereunder, (b) the Indemnified Party and its Indemnitees permitting the Indemnifying Party to assume direction and control of the defense of the Third-Party Claim (including the right to settle the Third-Party Claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, (c) the Indemnified Party and its Indemnitees cooperating as requested (at the expense of the Indemnifying Party) in writing thereofthe defense of the Third-Party Claim, but and (d) the omission so to notify Indemnified Party and its Indemnitees not compromising or settling such Third-Party Claim without the Indemnifying Party’s prior written consent. The Indemnifying Party shall not relieve it from agree to any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses settlement of such counsel; provided, however, that, if the defendants Third-Party Claim or consent to any judgment in any such action respect thereof that does not include both a complete and unconditional release of the Indemnified Party and the Indemnifying Party and its Indemnitees from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party shall have reasonably concluded or its Indemnitees or that there may be reasonable defenses available to it which are different from or additional to those available to acknowledges fault by the Indemnifying Indemnified Party or if any Indemnitee, without the interests prior written consent of the Indemnified Party reasonably may be deemed or such Indemnitee, as applicable. If the Parties cannot agree as to conflict with the interests application of the Indemnifying Partyforegoing Sections 8.1 (Indemnification by Adimab) and 8.2 (Indemnification by Arsanis), each may conduct separate defenses of the Indemnified Third-Party shall have Claim, and each Party reserves the right to select one separate counsel and to assume such legal defenses and otherwise to participate claim indemnity from the other in accordance with this Article 8 (Indemnification) upon the defense resolution of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying underlying Third-Party as incurredClaim.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any actionaction by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), such the Indemnified Party shallwill, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party against whom indemnification is sought under this Section 17 (an the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, but however, that the omission so to notify the Indemnifying Party shall will not relieve it the Indemnifying Party from any liability which it may have to such any Indemnified Party other otherwise than under the provisions of this Section 6.3 Agreement, and shall only will relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Agreement only to the extent that such omission results in the Indemnifying Party is prejudiced forfeiture by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the commencement thereofIndemnified Party of the existence of such action, the Indemnifying Party shall will be entitled to participate in any such action and, to the extent that it shall will wish, participate jointly with any other Indemnifying Party similarly notified, to assume and undertake the defense thereof thereof, with counsel satisfactory to such Indemnified Partyof its choice (unless any conflict of interest requires the appointment of separate counsel), and, and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereofof the action, the Indemnifying Party shall will not be liable to such Indemnified Party under this Section 6.3 Agreement for any legal expenses expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the defense thereof; if Agreement, or the Indemnified Party retains its own counseltransactions contemplated under this Agreement, then the Indemnified Party shall pay all fees, costs and expenses such proceeding will be finally determined by a court of such counsel; provided, however, that, if the defendants competent jurisdiction in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests favor of the Indemnifying Party, the Indemnified Party shall have the right will be liable to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredfor any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt by a party entitled In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to claim indemnification hereunder either Section 6(a) or 6(b), such person (an the “Indemnified Party”) of notice of shall promptly notify the commencement of any action, person from whom such Indemnified Party shall, if a claim for indemnification in respect thereof is to indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought (an the “Indemnifying Party”), ) in writing (provided that failure to so notify the an indemnifying party shall not relieve such Indemnifying Party from any liability under Section 6(a) or 6(b) to the extent it is not materially prejudiced as a result thereof and in writing thereof, but the omission so to notify the Indemnifying Party any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement) and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to such the Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such represent the Indemnified Party under this Section 6.3 if and to the extent any others the Indemnifying Party is prejudiced by may designate in such omissionproceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In case any such action shall be brought against proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and it shall notify the Indemnifying Party expenses of the commencement thereof, the Indemnifying Party such counsel shall be entitled to participate in and, to at the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to expense of such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and unless (i) the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may mutually agreed in writing to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be reasonable inappropriate due to actual or potential differing interests between them or different legal defenses available to it which are different from or additional to those available to them. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representative, in the case of parties indemnified pursuant to Section 6(a) above, and by the Company, in the case of parties indemnified pursuant to Section 6(b) above. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the interests of plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party reasonably may be deemed to conflict with from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the interests of the Indemnifying Partyforegoing sentence, the if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the right to select one separate Indemnified Party for fees and expenses of counsel as contemplated by the first and to assume such legal defenses and otherwise to participate in the defense second sentences of such actionthis paragraph, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. 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 on claims that are the subject matter of such proceeding and does not include any statement as incurredto or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (an “a) If any Indemnified Party”) of Party receives notice of the assertion or commencement of any action, Claim made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party shall, if a claim for indemnification in with respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any obligated to provide indemnification under this Agreement, the Indemnified Party and it shall notify give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the commencement thereofextent that the Indemnifying Party is actually prejudiced by such delay or failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. Within twenty (20) days after delivery of such notification, the Indemnifying Party shall be entitled have the right to, upon written notice thereof to participate the Indemnified Party, assume control of and conduct, at the Indemnifying Party’s sole cost and expense, the defense of such Third Party Claim (with counsel reasonably satisfactory to the Indemnified Party); provided, that as a condition precedent to the Indemnifying Party’s right to assume and conduct such defense, within twenty (20) after the Indemnified Party has given notice of such Third Party Claim, (A) the Indemnifying Party must notify the Indemnified Party in and, writing that the Indemnifying Party shall undertake the defense of such Third Party Claim and (B) the Indemnifying Party must agree in writing with the Indemnified Party to indemnify the Indemnified Party from and against Losses that the Indemnified Party may suffer or incur or to which the Indemnified Party may otherwise become subject and which arise from or as a result of or are connected with such Third Party Claim to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from Losses are indemnifiable under this Article VIII. If the Indemnifying Party undertakes the defense of such Third Party Claim in accordance with this Section, the Indemnified Party will, at the expense of Indemnifying Party, cooperate in such defense; provided that the Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent will not be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim if such judgment or settlement (i) provides for any relief other than the payment of monetary damages, (ii) does not include as an unconditional term thereof the giving by the third party claimant to the Indemnified Party of its a release from all Liability in respect thereof, and/or (iii) commits the Indemnified Party to take, or to forbear to take, any action. After written notice to the Indemnified Party of the Indemnifying Party’s election so to assume and undertake the defense thereofof such Third Party Claim, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal or other expenses subsequently incurred by such the Indemnified Party in connection with the defense thereof; if . Notwithstanding the foregoing, the Indemnifying Party may not assume control of the defense of or conduct the defense of any Third Party Claim to the extent such claim constitutes a Third Party Claim (A) involving any criminal or quasi-criminal Proceeding, action, indictment, allegation or investigation or seeking to impose any criminal penalty, fine or other sanction, (B) made by any Governmental Authority, (C) in which relief other than monetary Losses is sought, including any injunctive or other equitable relief, or (D) whereby the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses has been advised by counsel in writing that a reasonable likelihood exists of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and a conflict of interest between the Indemnifying Party and the Indemnified Party Party. Section 6.05(f), and not this Section 8.05, shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to govern the Indemnifying Party or if the interests conduct and control of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredany Tax Matter.

Indemnification Procedures. Promptly after receipt by a A party entitled to claim indemnification hereunder pursuant to this Agreement (an “Indemnified Party”) shall, with respect to any claim made against such Indemnified Party for which indemnification is available, notify the other party (the “Indemnifying Party”) in writing of the nature of the claim as soon as practicable but not more than ten days after the Indemnified Party receives notice of the assertion of the claim. Upon receipt of notice of the commencement assertion of any actiona claim, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in writing thereofmay, but at its option, assume the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party defense of the commencement thereofclaim, and if so, the Indemnifying Party shall be entitled to participate in and, employ counsel reasonably acceptable to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from . Notwithstanding the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partyforegoing, the Indemnified Party shall have the right to select one employ separate counsel and to assume participate in, and to control any such legal defenses action, and otherwise the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. An Indemnifying Party shall not be liable for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld), nor shall an Indemnifying Party settle any such action without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld). No Indemnifying Party will consent to participate 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 the Indemnified Party a release from all liability with respect to the claim. Each of the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim for which indemnification is available and shall furnish such actionrecords, with information, testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be requested. For purposes of this section 10.3, references to a “claim” shall be construed broadly, so as to encompass all claims made against the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnified Party in a legal action for which indemnification is available under this article X. The Indemnifying Party as shall pay all amounts for which it is responsible under this article X, promptly and in any event within 10 days of the date any such amounts are incurred.

Indemnification Procedures. (a) Promptly after the receipt by any Indemnified Party of a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any actionThird Party Claim that an Indemnified Party seeks to be indemnified under this Agreement, such Indemnified Party shallshall give written notice of such Third Party Claim to the Indemnifying Party, if a claim stating in reasonable detail the nature and basis of each allegation made in the Third Party Claim and the amount of potential Indemnified Losses with respect to each allegation, to the extent known, along with copies of the relevant documents received by the Indemnified Party evidencing the Third Party Claim and the basis for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such sought. Failure of the Indemnified Party (an “Indemnifying Party”), notify to give such notice shall not relieve the Indemnifying Party in writing thereoffrom liability on account of this indemnification, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 except if and only to the extent that the Indemnifying Party is actually prejudiced by such omissionfailure or delay. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereofThereafter, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available deliver to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall have the right to select one assume the defense of the Indemnified Party with respect to such Third Party Claim upon written notice to the Indemnified Party delivered within thirty (30) days after receipt of the particular notice from the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith and notified the Indemnified Party in writing thereof, (i) the Indemnified Party may retain separate co-counsel at its sole cost and to assume such legal defenses expense and otherwise to participate in the defense of such actionthe Third Party Claim, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by it being understood that the Indemnifying Party shall pay all reasonable costs and expenses of counsel for the Indemnified Party after such time as incurredthe Indemnified Party has notified the Indemnifying Party of such Third Party Claim and prior to such time as the Indemnifying Party has notified the Indemnified Party that it has assumed the defense of such Third Party Claim, (ii) the Indemnified Party shall not file any papers or, other than in connection with a settlement of the Third Party Claim, consent to the entry of any judgment without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim (other than a judgment or settlement that is solely for money damages and is accompanied by a release of all indemnifiable claims against the Indemnified Party) without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). Whether or not the Indemnifying Party shall have assumed the defense of the Indemnified Party for a Third Party Claim, such Indemnifying Party shall not be obligated to indemnify and hold harmless the Indemnified Party hereunder for any consent to the entry of judgment or settlement entered into with respect to such Third Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification Procedures. Promptly after receipt by a party entitled In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to claim indemnification hereunder this Section 9, such person (an “Indemnified Party”) of notice of shall promptly notify the commencement of any action, person against whom such Indemnified Party shall, if a claim for indemnification in respect thereof is to indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought (an the “Indemnifying Party”), notify ) in writing and the Indemnifying Party in writing shall assume the defense thereof, but including the omission employment of counsel reasonably satisfactory to such Indemnified Party, and 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 relieve it from any liability which it may have to such Indemnified the Indemnifying Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and of its obligations hereunder except to the extent (and only to the extent that) that the Indemnifying Party is materially prejudiced by such omissionfailure to notify. In case any such action shall be brought against proceeding, any Indemnified Party and it shall notify have the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled right to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains retain its own counsel, then but the Indemnified Party shall pay all fees, costs fees and expenses of such counsel; provided, however, that, if counsel shall be at the defendants in any expense of such action include both the Indemnified Party and unless (a) the Indemnifying Party and the Indemnified Party shall have reasonably concluded mutually agreed to the retention of such counsel or (b) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that there may the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable defenses available fees and expenses of more than one separate firm of attorneys (in addition to it which 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 different from or additional to those available 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), but if settled with such consent, or if there be a final judgment for the interests plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any 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 reasonably may be deemed to conflict with the interests of the Indemnifying Party, the effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party shall is or could have the right to select one separate counsel been a party and to assume indemnity could have been sought hereunder by such legal defenses and otherwise to participate in the defense Indemnified Party, unless such settlement includes an unconditional release of such action, with the reasonable expenses and fees Indemnified Party from all liability arising out of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredproceeding.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder pursuant to this Section 5 (each, an “Indemnified Party”) of notice of the commencement of any action, action involving the subject matter of the foregoing indemnity provisions such Indemnified Party shallwill, if a claim for indemnification in respect thereof is to be made against a the party hereto obligated to indemnify such Indemnified Party provide indemnification pursuant to this section (each, an “Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall promptly notify the Indemnifying Party of the commencement thereof; but the omission to provide such notice will not relieve the Indemnifying Party from any liability hereunder, except to the extent that the delay in giving, or failing to give, such notice has a material adverse effect upon the ability of the Indemnifying Party to defend against the claim. In case such action is brought against an Indemnified Party, the Indemnifying Party shall be entitled have the right to participate in and, to at the extent it shall wishIndemnifying Party’s option, to assume and undertake the defense thereof thereof, singly or jointly with any other Indemnifying Party similarly notified, with counsel satisfactory to such the Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded based on advice of counsel that there may be reasonable legal defenses available to it which any Indemnified Party that are different from or additional to those available to the Indemnifying Party Party, or if there is a conflict of interest which would prevent counsel for the interests of Indemnifying Party from also representing the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees action on behalf of such separate counsel and other expenses related to such participation to be reimbursed by Indemnified Party at the expense of the Indemnified Party; provided that the Indemnifying Party as incurredshall be responsible for the expense of only one such special counsel selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party’s election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party pursuant to this Section 5 for any legal or other expense subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the Indemnified Party shall have employed counsel in accordance with the proviso of the preceding sentence, or (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party.

Indemnification Procedures. (i) Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) Person of notice of the commencement of any actionProceedings with respect to which the Indemnified Person may be entitled to indemnification hereunder, such Indemnified Party shallPerson will, if a claim for indemnification in respect thereof is to be made hereunder against a party hereto obligated to indemnify such Indemnified the Indemnifying Party (an “Indemnifying Party”)in respect thereof, promptly notify the Indemnifying Party in writing of the commencement thereof, but ; provided that the omission so to notify the Indemnifying Party shall will not relieve it the Indemnifying Party from any liability which that it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and hereunder except to the extent the Indemnifying Party is it has been materially prejudiced by such omissionfailure. In case any such action shall be Proceedings are brought against any Indemnified Party Person and it shall notify notifies the applicable Indemnifying Party of the commencement thereof, the such Indemnifying Party shall will be entitled to participate in therein, and, to the extent that it shall wishmay elect by written notice delivered to such Indemnified Person, to assume and undertake the defense thereof thereof, with counsel reasonably satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereofPerson; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, provided that if the defendants in any such action Proceedings include both the such Indemnified Party Person and the Indemnifying Party and the such Indemnified Party Person shall have reasonably concluded that there may be reasonable legal defenses available to it which that are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the such Indemnified Party Person shall have the right to select one separate counsel counsel, which selection shall be subject to the reasonable approval of the Indemnifying Party (it being understood and agreed that Xxxxxxx Xxxx & Xxxxx LLP is approved), to assume assert such legal defenses and to otherwise to participate in the defense of such actionProceedings on behalf of such Indemnified Person. Upon receipt of notice from the applicable Indemnifying Party to such Indemnified Person of its election so to assume the defense of such Proceedings and approval by such Indemnified Person of counsel, such Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person thereafter in connection with the defense thereof (other than reasonable expenses and fees costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel and other expenses related in connection with the assertion of legal defenses in accordance with the proviso to such participation to be reimbursed by the preceding sentence (it being understood, however, that the Indemnifying Party as incurredshall not be liable for the expenses of more than one firm of counsel, plus local counsel, in any jurisdiction representing the Indemnified Person), (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement of the Proceedings or (iii) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person.

Indemnification Procedures. Promptly after receipt by a party entitled In case any Proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to claim indemnification hereunder Section 3.1 or Section 3.2, such Person (an the “Indemnified Party”) of notice of shall promptly notify the commencement of any action, Person against whom such Indemnified Party shall, if a claim for indemnification in respect thereof is to indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought (an the “Indemnifying Party”), notify ) in writing (provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than of its obligations under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Article III, except to the extent the Indemnifying Party is actually and materially prejudiced by such omission. In case any such action shall be brought against any Indemnified Party failure to give notice), and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in such Proceeding and, unless in the reasonable opinion of outside counsel to the Indemnified Party a conflict of interest between the Indemnified Party and Indemnifying Party may exist in respect of such claim, to assume the defense thereof jointly with any other Indemnifying Party similarly notified, to the extent that it shall wishchooses, to assume and undertake the defense thereof with counsel reasonably satisfactory to such Indemnified Party, and, and after notice from the Indemnifying Party to such Indemnified Party of its election that it so to assume and undertake the defense thereofchooses, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, thereof other than reasonable costs and expenses of such counselinvestigation; provided, however, that, that (a) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and fails to assume the defense or employ counsel reasonably satisfactory to the Indemnified Party, (b) if such Indemnified Party who is a defendant in any action or Proceeding that is also brought against the Indemnifying Party reasonably shall have reasonably concluded that there may be reasonable one or more legal defenses available to it which such Indemnified Party that are different from or additional to those not available to the Indemnifying Party or (c) if representation of both parties by the interests same counsel is otherwise inappropriate under applicable standards of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partyprofessional conduct then, in any such case, the Indemnified Party shall have the right to select assume or continue its own defense as set forth above (but with no more than one separate firm of counsel and for all Indemnified Parties in each jurisdiction, except to assume such the extent any Indemnified Party or Parties reasonably shall have concluded that there may be legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related available to such participation party or parties that are not available to be reimbursed the other Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the Indemnifying Party shall be liable for any expenses therefor. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (a) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (b) does not include a statement as incurredto, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt With respect to third-party claims, all claims for indemnification by each of ADI or Artistic or their affiliates, as the case may be (an "Indemnified Party") hereunder shall be asserted and resolved as set forth in this Section 5.5. In the event that any writ- ten claim or demand for which ADI or Artistic, as the case may be (an "Indemnifying Party"), would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any actiona "Third Party Claim"), such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall promptly notify the Indemnifying Party of such claim or demand and the commencement thereofamount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the "Claim Notice"); provided that failure of such Indemnified Party to give prompt notice as provided herein shall not relieve the Indemnifying Party of any of its obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall have 20 days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All reasonable costs and expenses incurred by the Indemnified Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings, through counsel of its own choosing, subject to the reasonable approval of such Indemnified Party, and shall have the sole power to direct and control such defense. If the Indemnifying Party shall assume the defense of a claim or demand, it shall not settle or compromise such claim without the prior written consent of the Indemnified Party, unless such settlement or compromise includes as an unconditional term thereof the giving by the claimant of a release of the Indemnified Party from all liability with respect to such claim or demand. If the Indemnifying Party shall assume the defense of a claim or demand, the fees of any separate counsel retained by the Indemnified Party shall be borne by such Indemnified Party unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the Indemnified Party shall be entitled to participate in andretain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within 20 days after the receipt of the Claim Notice that it elects to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory and acknowledges its obligation to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if indemnify the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partyhereunder, the Indemnified Party shall have the right to select one separate counsel and contest, settle or compromise the claim but shall not thereby waive any right to assume such legal defenses and otherwise indemnity therefor pursuant to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredthis Agreement.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (a) In order for any Acquiror Company Indemnified Party or Company Indemnified Party (collectively, an “Indemnified Party”) to be entitled to any indemnification provided for under this ARTICLE IX of this Agreement, the Indemnified Party shall deliver notice of the commencement of any action, such Indemnified Party shall, if a its claim for indemnification in respect thereof to the party from whom indemnity pursuant to this Agreement is to be made against a party hereto obligated to indemnify such Indemnified Party claimed (an “Indemnifying Party”), notify the Indemnifying ) with reasonable promptness after determining to make such claim. The failure by any Indemnified Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it any relevant Indemnifying Party from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which he or it may have to such Indemnified Party under this Section 6.3 if and Agreement, except to the extent that such claim for indemnification involves the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought claim of a third party against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party shall have been actually prejudiced by such failure. If an indemnifying party does not notify the Indemnified Party within thirty (30) calendar days following receipt by it of such notice that such Indemnifying Party disputes its liability to the Indemnified Party under this Agreement, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of such Indemnifying Party under this Agreement and such Indemnifying Party shall pay the amount of such liability to the 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 an Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, such Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available proceed in good faith to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense negotiate a resolution of such actiondispute and, with the reasonable expenses and fees of if not resolved through negotiations, such separate counsel and dispute shall be resolved by litigation or such other expenses related to such participation to be reimbursed means as determined by the Indemnifying Party as incurredparties.

Indemnification Procedures. Promptly after receipt by Each Party (Marina Bio on behalf of Marina Bio Indemnitees, or MirnaRx on behalf of MirnaRx Indemnitees) will promptly notify the other Party when it becomes aware of a party entitled Claim for which indemnification may be sought hereunder. To be eligible to claim be indemnified for a Claim, a Person seeking indemnification hereunder (an the “Indemnified indemnified Party”) of notice of shall (i) provide the commencement of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated required to indemnify such Indemnified Party Person (an the “Indemnifying Party”)) with prompt written notice of the Claim giving rise to the indemnification obligation under this Article 8, notify provided that, the failure to provide such prompt notice shall not relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from of any liability which it may have to such Indemnified Party other than of its obligations under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Article 8 except to the extent the Indemnifying Party is actually prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify thereby; (ii) provide the Indemnifying Party with the exclusive ability to defend (with the reasonable cooperation of the commencement thereofIndemnified Party) against the Claim; and (iii) not settle, admit or materially prejudice the Claim, without the Indemnifying Party’s prior written consent. The Indemnified Party shall be entitled to participate reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Partyof any Claim. Notwithstanding the foregoing, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs have the right to participate in and expenses of such counsel; provided, however, that, if the defendants have its own counsel participate in any such action include both or proceeding for which the Indemnified Party and seeks to be indemnified by the Indemnifying Party. Such participation shall be at the Indemnified Party’s expense, unless (i) the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available mutually agreed to it which are different from the retention of such counsel or additional (ii) the named parties to those available to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or if potential differing interests between them. The Indemnifying Party’s obligations under Section 8.1 or 8.2, as the interests case may be, shall not apply to the extent of the Indemnified Party’s failure to take reasonable action to mitigate any Losses. The :Indemnifying Party reasonably may be deemed shall not settle or compromise or consent to conflict the entry of any judgment with respect to any Claim, without the interests prior written consent of the Indemnifying indemnified Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to which will not be reimbursed by the Indemnifying Party as incurredunreasonably withheld or delayed.

Indemnification Procedures. Promptly after receipt by a party entitled In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to claim indemnification hereunder this Section 10, such person (an “Indemnified Party”"INDEMNIFIED PARTY") of notice of shall promptly notify the commencement of any action, person against whom such Indemnified Party shall, if a claim for indemnification indemnity may be sought (the "INDEMNIFYING PARTY") in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify writing and the Indemnifying Party in writing shall assume the defense thereof, but including the omission employment of counsel reasonably satisfactory to such Indemnified Party, and 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 relieve it from any liability which it may have to such Indemnified the Indemnifying Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and of its obligations hereunder except to the extent (and only to the extent that) that the Indemnifying Party is materially prejudiced by such omissionfailure to notify. In case any such action shall be brought against proceeding, any Indemnified Party and it shall notify have the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled right to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains retain its own counsel, then but the Indemnified Party shall pay all fees, costs fees and expenses of such counsel; provided, however, that, if counsel shall be at the defendants in any expense of such action include both the Indemnified Party and unless (i) the Indemnifying Party and the Indemnified Party shall have reasonably concluded mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that there may the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable defenses available fees and expenses of more than one separate firm of attorneys (in addition to it which 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 different from or additional to those available 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), but if settled with such consent, or if there be a final judgment for the interests plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any 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 reasonably may be deemed to conflict with the interests of the Indemnifying Party, the effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party shall is or could have the right to select one separate counsel been a party and to assume indemnity could have been sought hereunder by such legal defenses and otherwise to participate in the defense Indemnified Party, unless such settlement includes an unconditional release of such action, with the reasonable expenses and fees Indemnified Party from all liability arising out of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredproceeding.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any actionaction by a party seeking to be indemnified under this Section 19 (the "Indemnified Party"), such the Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party against whom indemnification is sought under this Section 19 (an “the "Indemnifying Party”"), notify the Indemnifying Party in writing of the commencement thereof; provided, but however, that the omission so to notify the Indemnifying Party shall not relieve it the Indemnifying Party from any liability which it may have to such any Indemnified Party other otherwise than under this Section 6.3 the provisions hereof, and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and hereunder only to the extent that such omission results in the Indemnifying Party is prejudiced forfeiture by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the commencement thereofIndemnified Party of the existence of such action, the Indemnifying Party shall be entitled to participate in any such action and, to the extent that it shall wish, participate jointly with any other Indemnifying Party similarly notified, to assume and undertake the defense thereof thereof, with counsel satisfactory to such Indemnified Partyof its choice (unless any conflict of interest requires the appointment of separate counsel), and, and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereofof the action, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 hereunder for any legal expenses expense of the other counsel subsequently incurred without the Indemnifying Party's consent. The Indemnified Party shall cooperate in the defense or settlement of claims so assumed. The Indemnifying Party shall not be liable hereunder for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party shall be commenced by the Indemnified Party in connection with the defense thereof; if Agreement, or the Indemnified Party retains its own counseltransactions contemplated hereunder, then the Indemnified Party and such proceeding shall pay all fees, costs and expenses be finally determined by a court of such counsel; provided, however, that, if the defendants competent jurisdiction in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests favor of the Indemnifying Party, the Indemnified Party shall have the right be liable to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredfor any reasonable attorney's fees and direct costs relating to such proceedings. The indemnifications provided in this Section 19 shall survive the termination of this Agreement.

Indemnification Procedures. (a) Promptly after following receipt by an Indemnified Party of notice by a party entitled to claim indemnification hereunder Third Party (an “Indemnified Party”including any Governmental Body) of notice of any complaint, dispute, or claim or the commencement of any actionaudit, investigation, Action, or proceeding with respect to which such Indemnified Party may be entitled to indemnification pursuant hereto (a “Third-party Claim”), such Indemnified Party shall, if a claim for indemnification in respect shall provide written notice thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “the Indemnifying Party”), notify provided, however, that the Indemnifying Party in writing thereof, but the omission failure to so to notify the Indemnifying Party shall not relieve it the Indemnifying Party from any liability which it may have Liability hereunder with respect to such Indemnified Party other than under this Section 6.3 Third-party Claim only if, and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by that, such omission. In case any such action shall be brought against any Indemnified Party and it shall failure to so notify the Indemnifying Party of results in the commencement thereof, forfeiture by the Indemnifying Party shall be entitled to participate in and, of material rights and defenses otherwise available to the extent it Indemnifying Party with respect to such Third-party Claim. The Indemnifying Party shall wishhave the right, upon written notice delivered to the Indemnified Party within twenty (20) days thereafter, assuming full responsibility for any Losses resulting from such Third-party Claim, to assume and undertake the defense thereof with of such Third-party Claim, including the employment of counsel reasonably satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then and the Indemnified Party shall pay all fees, costs payment of the fees and expenses disbursements of such counsel; provided, however, that, if that the defendants in any Indemnifying Party shall not be entitled to assume control of such action include both defense and shall pay the fees and expenses of counsel retained by the Indemnified Party and if (i) such Third-party Claim relates to, or arises in connection with, any criminal, civil, or administrative action, investigation, or other proceeding instituted by a Governmental Body, (ii) a conflict of interest exists between the Indemnifying Party and the Indemnified Party shall have reasonably concluded Party, (iii) such Third-party Claim seeks an injunction or other equitable relief against the Indemnified Party, or (iv) the amount in controversy under such Third-party Claim is greater than seventy-five percent (75%) of the remaining balance in the Indemnification Escrow Account or is otherwise greater than seventy-five percent (75%) of the amount 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 would be required to pay to the Indemnified Party pursuant to the indemnification provisions set forth in this Article VII. In the event, however, that the Indemnifying Party declines or fails to assume the defense of such Third-party Claim on the terms provided above or to employ counsel reasonably may be deemed satisfactory to conflict with the interests Indemnified Party, in either case within such twenty (20)-day period, then any Losses shall include the reasonable fees and disbursements of counsel for the Indemnified Party as incurred. In any Third-party Claim for which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the Indemnified Party defense of such Third-party Claim, shall have the right to select one separate counsel participate in such matter and to assume retain its own counsel at such legal defenses and otherwise Party’s own expense. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to participate in keep the Indemnifying Party or Indemnified Party (as the case may be) reasonably apprised of the status of the defense of any matter and to cooperate in good faith with each other with respect to the defense of any such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredmatter.

Indemnification Procedures. Promptly after receipt by a (a) A party entitled to claim indemnification hereunder pursuant to this Agreement (an “Indemnified Party”) shall, with respect to any claim made against such Indemnified Party for which indemnification is available, notify the other party (the “Indemnifying Party”) in writing of the nature of the claim as soon as practicable but not more than ten (10) days after the Indemnified Party receives notice of the assertion of the claim. (The failure by an Indemnified Party to give notice shall not relieve the Indemnifying Party of its obligations under this Section 9.3, except to the extent that the failure results in the failure of actual notice and the Indemnifying Party is damaged as a result of the failure to give notice.) Upon receipt of notice of the commencement assertion of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereofclaim, the Indemnifying Party shall be entitled to participate in andmay, to the extent it shall wishat its option, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from of the claim. If the Indemnifying Party to such Indemnified Party of its election so to assume and undertake assumes the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partydefense, the Indemnified Party shall have the right to select one employ separate counsel and to participate in (but not control) any such action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (a) the employment of counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (b) the Indemnified Party has been advised by its counsel in writing that there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of the action (in which case the Indemnifying Party shall not have the right to direct the defense of the action on behalf of the Indemnified Party), in each of which cases the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. If the Indemnifying Party does not assume the defense, the Indemnified Party shall have the right to employ counsel and to control any such legal defenses action, and otherwise the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. An Indemnifying Party shall not be liable for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld), nor shall an Indemnifying Party settle any such action without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld). No Indemnifying Party will consent to participate 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 the Indemnified Party a release from all liability with respect to the claim. Each of the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim for which indemnification is available and shall furnish such actionrecords, with the reasonable expenses information, testimony and fees of attend such separate counsel conferences, discovery proceedings, hearings, trials and other expenses related to such participation to appeals as may reasonably be reimbursed by the Indemnifying Party as incurredrequested.

Indemnification Procedures. Promptly after receipt by (a) In the event that (i) a party entitled to claim Purchaser Indemnified Party or Seller Indemnified Party seeking indemnification hereunder (an the “Indemnified Party”) of notice becomes aware of the commencement existence of any actionClaim with respect to which payment may be sought under this Article X or Article IX (an “Indemnification Claim”) or (ii) any legal proceedings shall be instituted, such or any Claim shall be asserted, by any Person not party to this Agreement with respect to an Indemnification Claim (a “Third Party Claim”), the Indemnified Party shall, if shall promptly cause written notice thereof (a claim for indemnification in respect thereof is “Claim Notice”) to be made against a delivered to the party hereto obligated to indemnify such Indemnified Party from whom indemnification is sought (an the “Indemnifying Party”); provided that, notify so long as such notice is given within the applicable time period described in Section 10.2(a)(i) or (a)(ii), no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from of any liability which it may have to such Indemnified Party other than under this Section 6.3 indemnification obligation hereunder unless (and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and then solely to the extent that) the Indemnifying Party is materially prejudiced by such omissiondelay. In case any such action Each Claim Notice shall be brought against any Indemnified Party in writing and it (A) shall notify specify the Indemnifying Party of asserted factual basis for indemnification claimed by the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and(B) if such Claim Notice is being given with respect to a Third Party Claim, after notice from the Indemnifying shall describe in reasonable detail such Third Party to such Indemnified Party Claim and shall be accompanied by copies of its election so to assume all relevant pleadings, demands and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both other papers served on the Indemnified Party and (C) shall specify the Indemnifying Party and 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 amount of (or if not finally determined, a good faith estimate of) the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying PartyLosses being incurred by, or imposed upon, the Indemnified Party shall have on account of the right to select one separate counsel and to assume such legal defenses and otherwise to participate in basis for the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredclaim for indemnification.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (a) In the event that (i) an “Indemnified Party”) of Party receives notice of the assertion or commencement of any actionIndemnification Claim or (ii) any Legal Proceedings shall be instituted, such or any claim shall be asserted, by any Person not party to this Agreement in respect of an Indemnification Claim (a “Third Party Claim”), the Indemnified Party shall, if shall promptly cause written notice thereof (a claim for indemnification in respect thereof is “Claim Notice”) to be made against a delivered to the party hereto obligated to indemnify such Indemnified Party from whom indemnification is sought (an the “Indemnifying Party”)) which, notify in a claim against the Escrow Fund, shall be delivered to Seller; provided, however, that so long as such notice is given within the applicable time period described in Section 9.1, no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from of any liability which it may have to such Indemnified Party other than under this Section 6.3 indemnification obligation hereunder unless (and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and then solely to the extent that) the Indemnifying Party is prejudiced by reason of such omissiondelay. In case any such action Each Claim Notice shall be brought against any Indemnified Party in writing and it (A) shall notify reasonably specify the Indemnifying Party of basis for indemnification claimed by the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and(B) if such Claim Notice is being given with respect to a Third Party Claim, after notice from the Indemnifying shall describe in reasonable detail such Third Party to such Indemnified Party Claim and shall be accompanied by copies of its election so to assume all relevant pleadings, demands and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both other papers served on the Indemnified Party and (C) shall specify the Indemnifying Party and amount of (or if not finally determined, a good faith estimate of) the Losses being sought from, incurred by, or imposed upon, 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 on account of the Indemnified Party reasonably may be deemed to conflict with basis for the interests of the Indemnifying Partyclaim for indemnification. Thereafter, the Indemnified Party shall have deliver to the right to select one separate counsel Indemnifying Party, within five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed documents (including court papers) received by the Indemnifying Indemnified Party as incurredrelating to the Third Party Claim.

Indemnification Procedures. Promptly after receipt by a party entitled In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to claim indemnification hereunder Section 6 or Section 7 hereof, such Person (an “Indemnified Party”) of notice of shall promptly notify the commencement of any action, Person against whom such Indemnified Party shall, if a claim for indemnification in respect thereof is to indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought (an “Indemnifying Party”), notify ) in writing and the Indemnifying Party in writing shall assume the defense thereof, but including the omission so employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of any obligations under Section 6 or Section 7, except to the extent such Indemnifying Party is materially prejudiced by such failure; provided further, that the failure to notify the an Indemnifying Party shall not relieve it from any liability which that it may have to such an Indemnified Party other than otherwise under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this 6 or Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission7. In case any such action shall be brought against proceeding, any Indemnified Party and it shall notify have the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled right to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains retain its own counsel, then but the Indemnified Party shall pay all fees, costs fees and expenses of such counsel; provided, however, that, if counsel shall be at the defendants in any expense of such action include both the Indemnified Party and unless (i) the Indemnifying Party and 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 mutually agreed to the Indemnifying Party retention of such counsel or if the interests (ii) representation of the Indemnified Party reasonably may be deemed to conflict with by the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnifying Party and the Indemnified Party. 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, 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, such firm shall be designated in writing by (a) in the case of Persons indemnified pursuant to Section 6 hereof, the Holders which owned a majority of the Registrable Shares sold under the applicable registration statement and (b) in the case of Persons indemnified pursuant to Section 7, the Company. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any 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 without any admission of liability by such Indemnified Party.

Indemnification Procedures. Promptly after receipt With respect to third party claims, other than those relating to Taxes (which are the subject of Section 6.7(e)), all claims for indemnification by the Shareholders' Indemnified Parties and the Republic Subsidiary's Indemnified Partners (each, an "Indemnified Party" and, collectively, the "Indemnified Parties") hereunder shall be asserted and resolved as set forth in this Section 8.4. In the event that any claim or demand by any third party for which a party entitled or parties to claim indemnification this Agreement (the "Indemnifying Party) may be liable to the Indemnified Party hereunder (an “a "Claim") is asserted against or sought to be collected from the Indemnified Party”) of notice of the commencement of any actionParty by such third party, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), shall as promptly as practicable notify the Indemnifying Party in writing thereof, but of such Claim and the omission so amount or the estimated amount thereof to notify the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim) (the "Claim Notice"). The failure on the part of the Indemnified Party to give any such Claim Notice in a reasonably prompt manner shall not relieve the Indemnifying Party shall not relieve it from of any liability which it may have to such Indemnified Party other than under this Section 6.3 indemnification obligation hereunder unless, and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent that, the Indemnifying Party is materially prejudiced by such omissionthereby. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the The Indemnifying Party shall be entitled have thirty days from delivery of the Claim Notice (the "Notice Period") to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if notify the Indemnified Party retains its own counsel, then whether or not it desires to defend the Indemnified Party shall pay all feesagainst such Claim, costs in which case the Indemnified Party shall, at its sole cost and expenses of such counsel; providedexpense, however, that, if have the defendants in any such action include both right to defend the Indemnified Party by appropriate proceedings and by counsel reasonably acceptable to the Indemnified Party and shall have the sole power to direct and control such defense; provided that any Indemnified Party may participate in any such defense at its sole cost and expense. The Indemnified Party shall not settle a Claim for which it is indemnified by the Indemnifying Party and without the written consent of the Indemnifying Party unless the Indemnifying Party does not defend 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 against such Claim. Notwithstanding the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partyforegoing, the Indemnified Party shall have the sole right to select one separate counsel and defend, settle or compromise any Claim with respect to which it has agreed in writing to waive its right to indemnification pursuant to this Agreement. Notwithstanding the foregoing, the Indemnified Party, during the period the Shareholders are determining whether to elect to assume such legal defenses and otherwise to participate in the defense of a matter covered by this Section 8.4, may take such actionreasonable actions as it deems necessary to preserve any and all rights with respect to the matter, with without such actions being construed as a waiver of the reasonable expenses Indemnified Party's rights to defense and fees of such separate counsel and other expenses related indemnification pursuant to such participation to be reimbursed by the Indemnifying Party as incurredthis Agreement.

Indemnification Procedures. Promptly after receipt by a party entitled In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to claim indemnification hereunder Section 3.1 or 3.2, such Person (an the “Indemnified Party”) of notice of shall promptly notify the commencement of any action, Person against whom such Indemnified Party shall, if a claim for indemnification in respect thereof is to indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought (an the “Indemnifying Party”), notify ) in writing (provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than of its obligations under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Article III, except to the extent the Indemnifying Party is actually prejudiced by such omission. In case any such action shall be brought against any Indemnified Party failure to give notice), and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in such proceeding and, unless in the reasonable opinion of outside counsel to the Indemnified Party a conflict of interest between the Indemnified Party and Indemnifying Party may exist in respect of such claim, to assume the defense thereof jointly with any other Indemnifying Party similarly notified, to the extent that it shall wishchooses, to assume and undertake the defense thereof with counsel reasonably satisfactory to such Indemnified Party, and, and after notice from the Indemnifying Party to such Indemnified Party of its election that it so to assume and undertake the defense thereofchooses, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, thereof other than reasonable costs and expenses of such counselinvestigation; provided, however, that, that (a) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and fails to assume the defense or employ counsel reasonably satisfactory to the Indemnified Party, (b) if such Indemnified Party who is a defendant in any action or proceeding which is also brought against the Indemnifying Party reasonably shall have reasonably concluded that there may be reasonable one or more legal defenses available to it such Indemnified Party which are different from or additional to those not available to the Indemnifying Party or (c) if representation of both parties by the interests same counsel is otherwise inappropriate under applicable standards of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partyprofessional conduct then, in any such case, the Indemnified Party shall have the right to select assume or continue its own defense as set forth above (but with no more than one separate firm of counsel and for all Indemnified Parties in each jurisdiction, except to assume such the extent any Indemnified Party reasonably shall have concluded that there may be legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related available to such participation party or parties which are not available to be reimbursed the other Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the Indemnifying Party shall be liable for any expenses therefor. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as incurredto, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt In the case of any claim asserted by a third party against a Party that may be entitled to claim indemnification hereunder under this Agreement (an the “Indemnified Party”) of ), notice of shall promptly be given by the commencement of any action, such Indemnified Party shall, if a claim for to the Party required to provide indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an the “Indemnifying Party”), notify and the Indemnified Party shall permit the Indemnifying Party in writing thereof(at the expense of such Indemnifying Party) to assume the defense of any Litigation resulting therefrom, but the omission so to notify provided, that (i) counsel for the Indemnifying Party who shall conduct the defense of such Litigation shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (ii) the failure of any Indemnified Party to give notice as provided herein shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and, its indemnification obligation under this Agreement except to the extent it shall wish, that such Indemnifying Party is materially prejudiced as a result of such failure to assume and undertake give notice. Except with the defense thereof with counsel satisfactory to such prior written consent of the Indemnified Party, andno Indemnifying Party, after notice from in the Indemnifying defense of any such Litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of its election so a release from all liability with respect to assume and undertake such Litigation. In the defense thereofevent that any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party will materially adversely affect the Indemnified Party’s Tax liability, the Indemnifying Party shall not settle such Litigation without the written consent of the Indemnified Party. In each case, such consent will not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with unreasonably withheld. In the defense thereof; if event that the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall may have reasonably concluded that there may be reasonable defenses available to it which one or more defenses or counterclaims that are different from inconsistent with one or additional to more of those that may be available to the Indemnifying Party or if the interests in respect of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partysuch Litigation relating thereto, the Indemnified Party shall have the right to select one separate counsel take over and assume control over the defense, settlement, negotiations or Litigation relating to any such claim at the sole cost of the Indemnifying Party, provided, that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such legal defenses and otherwise Litigation without the written consent of the Indemnifying Party, such consent not to participate in be unreasonably withheld. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such actionLitigation, and shall be entitled to settle or agree to pay in full such Litigation; it being understood that the result of any such Litigation or any settlement or payment shall not be evidence with respect to the right to receive indemnification under this Agreement. Alliance and Federated shall reasonably cooperate with one another, and provide access to books and records in their possession or control that is reasonable under the circumstances, in connection with the reasonable expenses and fees defense of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredany claim under this Section 9.3.

Indemnification Procedures. Promptly after receipt by a party entitled If any Action is brought in respect of which indemnity may be sought pursuant to claim this Agreement, the Person seeking indemnification hereunder (an “the "Indemnified Party”") of notice shall promptly notify the Person against whom indemnification is sought (the "Indemnifying Party") in writing of the commencement institution of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is Action (but the failure so to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify will not relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which that it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such the Indemnified Party under this Section 6.3 if and Article VIII to the extent the Indemnifying Party is not materially prejudiced by such omission. In case any such action as a result thereof, and in no event shall be brought against any Indemnified Party and it shall notify relieve the Indemnifying Party of the commencement thereoffrom any liability it may have otherwise than pursuant to this Article VIII), and the Indemnifying Party shall be entitled to participate in andassume the defense of such Action, including the employment of counsel reasonably satisfactory to the extent it Indemnified Party and payment of expenses. The Indemnified Party shall wishhave the right to employ its own counsel in any such case, to assume but the fees and undertake expenses of such counsel shall be at the defense thereof with expense of Indemnified Party unless (i) the employment of such counsel satisfactory to such Indemnified shall have been authorized in writing by the Indemnifying Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, (ii) the Indemnifying Party shall not be liable have employed counsel reasonably satisfactory to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of within a reasonable time or (iii) such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded (based on the advice of counsel) that there may be reasonable defenses available to it or them which are different from or additional to those available to the Indemnifying Party and may present a conflict for counsel representing the Indemnified Party and the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such Action on behalf of the Indemnified Party), in any of which events such fees and expenses shall be borne by the Indemnifying Party and paid as incurred (it being understood, however, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) for the Indemnified Parties in any one Action or if series of related Actions in the interests same jurisdiction representing the Indemnified Parties, unless such Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party within a reasonable time or such Indemnified Party shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the other Indemnified Party). Anything in this Section 8.2 to the contrary notwithstanding, the Indemnifying Party shall not be liable for any settlement effected without its prior written consent unless the Indemnifying Party shall have failed to assume the defense of such Action. An Indemnifying Party will not, without the prior written consent of the Indemnified Party reasonably (which shall not be unreasonably withheld or delayed), settle or compromise or consent to the entry of any judgment in any Action in respect of which indemnification may be deemed to conflict with the interests sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party, Indemnified Parties from all liability arising out of the Action and does not subject any of the Indemnified Party shall have the right Parties to select one separate counsel any admission of liability, consent decree, or any other material and to assume such legal defenses and otherwise to participate in the defense adverse condition or restriction of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredany kind.

Indemnification Procedures. Promptly after receipt by a party entitled In case any Proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to claim indemnification hereunder Section 3.1 or Section 3.2, such Person (an the “Indemnified Party”) of notice of shall promptly notify the commencement of any action, Person against whom such Indemnified Party shall, if a claim for indemnification in respect thereof is to indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought (an the “Indemnifying Party”), notify ) in writing (provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than of its obligations under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Article III, except to the extent the Indemnifying Party is actually and materially prejudiced by such omission. In case any such action shall be brought against any Indemnified Party failure to give notice), and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in such Proceeding and, unless in the reasonable opinion of outside counsel to the Indemnified Party a conflict of interest between the Indemnified Party and Indemnifying Party may exist in respect of such claim, to assume the defense thereof jointly with any other Indemnifying Party similarly notified, to the extent that it shall wishchooses, to assume and undertake the defense thereof with counsel reasonably satisfactory to such Indemnified Party, and, and after notice from the Indemnifying Party to such Indemnified Party of its election that it so to assume and undertake the defense thereofchooses, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, thereof other than reasonable costs and expenses of such counselinvestigation; provided, however, that, that (a) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and fails to assume the defense or employ counsel reasonably satisfactory to the Indemnified Party, (b) if such Indemnified Party who is a defendant in any action or Proceeding that is also brought against the Indemnifying Party reasonably shall have reasonably concluded that there may be reasonable one or more legal defenses available to it which such Indemnified Party that are different from or additional to those not available to the Indemnifying Party or (c) if representation of both parties by the interests same counsel is otherwise inappropriate under applicable standards of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partyprofessional conduct, then, in any such case, the Indemnified Party shall have the right to select assume or continue its own defense as set forth above (but with no more than one separate firm of counsel and for all Indemnified Parties in each jurisdiction, except to assume such the extent any Indemnified Party or Parties reasonably shall have concluded that there may be legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related available to such participation party or parties that are not available to be reimbursed the other Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the Indemnifying Party shall be liable for any expenses therefor. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (a) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (b) does not include a statement as incurredto, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt by a party entitled In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to claim indemnification hereunder Section 3.01 or 3.02, such Person (an the “Indemnified Party”) of notice of shall promptly notify the commencement of any action, Person against whom such Indemnified Party shall, if a claim for indemnification in respect thereof is to indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought (an the “Indemnifying Party”), notify ) in writing (provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than of its obligations under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Article III, except to the extent the Indemnifying Party is actually prejudiced by such omission. In case any such action shall be brought against any Indemnified Party failure to give notice), and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in such proceeding and, unless in the reasonable opinion of outside counsel to the Indemnified Party a conflict of interest between the Indemnified Party and Indemnifying Party may exist in respect of such claim, to assume the defense thereof jointly with any other Indemnifying Party similarly notified, to the extent that it shall wishchooses, to assume and undertake the defense thereof with counsel reasonably satisfactory to such Indemnified Party, and, and after notice from the Indemnifying Party to such Indemnified Party of its election that it so to assume and undertake the defense thereofchooses, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, thereof other than reasonable costs and expenses of such counselinvestigation; provided, however, that, that (a) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and fails to assume the defense or employ counsel reasonably satisfactory to the Indemnified Party, (b) if such Indemnified Party who is a defendant in any action or proceeding which is also brought against the Indemnifying Party reasonably shall have reasonably concluded that there may be reasonable one or more legal defenses available to it such Indemnified Party which are different from or additional to those not available to the Indemnifying Party or (c) if representation of both parties by the interests same counsel is otherwise inappropriate under applicable standards of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partyprofessional conduct then, in any such case, the Indemnified Party shall have the right to select assume or continue its own defense as set forth above (but with no more than one separate firm of counsel and for all Indemnified Parties in each jurisdiction, except to assume such the extent any Indemnified Party or Parties reasonably shall have concluded that there may be legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related available to such participation party or parties which are not available to be reimbursed the other Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the Indemnifying Party shall be liable for any expenses therefor. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as incurredto, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt by If a party entitled to claim indemnification hereunder Party (an the “Indemnified Party”) of notice of believes it is entitled to indemnification and defense pursuant to Section 9.1or 9.2 with respect to a Third Party Claim, it will notify the commencement of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified other Party (an the “Indemnifying Party”), notify ) in writing promptly after it becomes aware of such Third Party Claim (provided that the failure of the Indemnified Party to so provide such notice will not relieve the Indemnifying Party in writing thereofof its obligations under Section 9.1or 9.2, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and except to the extent the Indemnifying Party is actually prejudiced by thereby). Within thirty (30) days after receipt of such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereofnotice, the Indemnifying Party shall be entitled to participate in andwill, upon written notice thereof to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from assume sole control of the defense of such Third Party Claim with counsel selected by the Indemnifying Party to such Indemnified Party of its election so to assume and undertake (which may be, at the defense thereofIndemnifying Party’s election, the Indemnifying Party’s in-house litigation counsel). If the Indemnifying Party shall not be liable believes that a Third Party Claim presented to such Indemnified Party under this Section 6.3 it for any legal expenses subsequently incurred by such Indemnified Party in connection with the indemnification and defense thereof; if is one as to which the Indemnified Party retains its own counselis not entitled to indemnification and defense, then it will so notify the Indemnified Party. The Indemnified Party shall pay may participate in such defense with counsel it selects, all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both at the Indemnified Party and the Indemnifying Party and the Party’s own expense. 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 the Indemnified Party reasonably may be deemed to conflict with the interests of will provide the Indemnifying Party, at the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such actionIndemnifying Party’s expense, with the reasonable expenses assistance and fees of such separate counsel and other expenses related to such participation to be reimbursed cooperation as reasonably requested by the Indemnifying Party. Neither Party as incurredwill agree to any settlement of any Third Party Claim or consent to any judgment in respect thereof without the other Party’s prior written consent, which will not be unreasonably withheld, delayed or conditioned.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder pursuant to this Section (each, an “Indemnified Party”) of notice of the commencement of any action, action involving the subject matter of the foregoing indemnity provisions such Indemnified Party shallwill, if a claim for indemnification in respect thereof is to be made against a the party hereto obligated to indemnify such Indemnified Party provide indemnification pursuant to this section (each, an “Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall promptly notify the Indemnifying Party of the commencement thereof; but the omission to provide such notice will not relieve the Indemnifying Party from any liability hereunder, except to the extent that the delay in giving, or failing to give, such notice has a material adverse effect upon the ability of the Indemnifying Party to defend against the claim. In case such action is brought against an Indemnified Party, the Indemnifying Party shall be entitled will have the right to participate in and, to at the extent it shall wishIndemnifying Party’s option, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the singly or jointly with any other Indemnifying Party shall not be liable similarly notified, with counsel or reasonably satisfactory to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counselParty; provided, however, that, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded concludes that there may be reasonable legal defenses available to it which any Indemnified Parties that are different from or additional to those available to the Indemnifying Party Party, or if there is a conflict of interest which would prevent counsel for the interests of Indemnifying Party from also representing the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall will have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees action on behalf of such separate counsel and other expenses related to such participation to be reimbursed by Indemnified Party at the expense of the Indemnifying Party; provided further, however, that the Indemnifying Party as incurredwill be responsible for the expenses of only one such special counsel (and one local counsel if necessary for jurisdictional purposes) selected jointly by the Indemnified Parties if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party’s election to assume the defense or the action, the Indemnifying Party will not be liable to such Indemnified Party pursuant to this Section 5 for any legal or other expense subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party has employed counsel in accordance with the proviso of the preceding sentence, or (ii) the Indemnifying Party has not employed counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder Holder Indemnitee or a Company Indemnitee (collectively, "Indemnitees" and, individually, an “Indemnified Party”"Indemnitee") under Section 4.8(a) or 4.8(b) of notice of the commencement of any action, such Indemnified Party Indemnitee shall, if a claim for indemnification in respect thereof is to be made against a the indemnifying party hereto obligated to indemnify under such Indemnified Party (an “Indemnifying Party”)clause, notify the Indemnifying Party indemnifying party in writing of the commencement thereof, ; but the omission so to notify the Indemnifying Party indemnifying party shall not relieve it the indemnifying party from any liability which it may have to such Indemnified Party other any Indemnitee otherwise than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and clauses except to the extent that the Indemnifying Party is indemnifying party has been prejudiced by the failure to receive such omissionnotice. In case any such action shall be brought against any Indemnified Party Indemnitee, and it shall notify the Indemnifying Party indemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to participate in in, and, to the extent that it shall may wish, jointly with any other indemnifying party similarly notified, to assume and undertake the defense thereof thereof, with counsel reasonably satisfactory to such Indemnified PartyIndemnitee, and, and after written notice from the Indemnifying Party indemnifying party to such Indemnified Party Indemnitee of its election so to assume and undertake the defense thereof, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party Indemnitee under this Section 6.3 such clause for any legal or other expenses subsequently incurred by such Indemnified Party Indemnitee in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, thereof other than reasonable costs and expenses of such counselinvestigation; provided, however, that, if that the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party Indemnitee shall have the right to select employ one counsel to represent such Indemnitee if, in the reasonable judgment of such Indemnitee (based on the written opinion of counsel), it is advisable for such party to be represented by separate counsel because a conflict of interest exists between such indemnified and to assume such legal defenses and otherwise to participate indemnifying party in the defense respect of such actionclaim, with and in that event the reasonable fees and expenses and fees of such separate counsel and other expenses related to such participation to shall be reimbursed paid by the Indemnifying Party as incurredindemnifying party. Notwithstanding the foregoing, if the Company is an Indemnitee, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnities. For purposes of this Section 4.8 the terms "control," and "controlling person" have the meanings which they have under the Securities Act.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 5.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 5.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 5.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred.

Indemnification Procedures. Promptly after receipt (a) In the event that indemnification may be sought under this Article IX (an “Indemnification Claim”) in connection with (i) any action, suit or proceeding that may be instituted or (ii) any claim that may be asserted by any Person not a party entitled to claim this Agreement, the party seeking indemnification hereunder (an the “Indemnified Party”) of shall promptly cause written notice of the commencement assertion of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is Indemnification Claim to be made against a delivered to the party hereto obligated to indemnify such Indemnified Party from whom indemnification hereunder is sought (an the “Indemnifying Party”)) prior to the expiration of the applicable survival period set forth in Section 9.1; provided, notify however, that no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from of any liability which it may have to such Indemnified Party other than under this Section 6.3 indemnification obligation hereunder unless (and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and then solely to the extent that) the Indemnifying Party is prejudiced by such omissiondelay, as long as such notice is given in no event later than the expiration of the applicable survival period set forth in Section 9.1. In case The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any such action shall be brought against any Indemnified Party and it shall notify Indemnification Claim and, if the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, it shall within thirty (30) days (or sooner, if the nature of the commencement thereofIndemnification Claim so requires) (the “Dispute Period”) notify the Indemnified Party of its intent to do so. If the Indemnifying Party within the Dispute Period elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the Indemnifying Party assumes the defense of any Indemnification Claim, the Indemnified Party may participate, at its own expense, in the defense of such Indemnification Claim; provided, however, that such Indemnified Party shall be entitled to participate in and, to any such defense with separate counsel at the extent it shall wish, to assume and undertake expense of the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from Indemnifying Party if (x) so requested by the Indemnifying Party to such Indemnified Party participate or (y) in the reasonable opinion of its election so counsel to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counselParty, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any single Indemnification Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim arising out of a third party claim. Notwithstanding anything in this Section 9.4 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment unless the claimant and such party provide to such other party an unqualified release from all liability in respect of the Indemnification Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and, subject to the applicable limitations of Section 9.5, pay the amount called for by such offer, and the Indemnified Party shall have reasonably concluded declines to accept such offer, the Indemnified Party may continue to contest such Indemnification Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnification Claim that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if has an obligation to pay hereunder shall be limited to the interests lesser of (i) the amount of the settlement offer that the Indemnified Party declined to accept plus the Losses of the Indemnified Party reasonably may be deemed relating to conflict with such Indemnification Claim through the interests date of its rejection of the Indemnifying Party, settlement offer or (ii) the aggregate Losses of the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related respect to such participation to be reimbursed by Indemnification Claim. If the Indemnifying Party as incurredmakes any payment on any Indemnification Claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Indemnification Claim.

Indemnification Procedures. Promptly after receipt by a party entitled to claim seeking indemnification hereunder under this Section 8 (an “Indemnified Party”"Indemnitee") of 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 this Section 8 (the "Indemnifying Party") of the commencement of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in writing thereof, but provided that the omission failure so to notify the Indemnifying Party shall not relieve it from of any liability which that it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Indemnitee hereunder, except to the extent the Indemnifying Party demonstrates that it is materially prejudiced by such omissionthereby. In case any such action Action that is subject to indemnification under this section shall be brought against any Indemnified Party an Indemnitee and it shall notify give written notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such Indemnified Party, Indemnitee and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party Indemnitee under this Section 6.3 8 for any legal expenses fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party Indemnitee in connection with the defense thereof; if , other than reasonable costs of investigation. The Indemnitee shall have the Indemnified Party retains its own counselright to employ separate counsel and to participate in the defense of such Action, then and the Indemnified Indemnifying Party shall pay all bear the reasonable fees, costs and expenses of such counselseparate counsel if: (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnitee would present such counsel with a conflict of interest; provided(ii) the actual or potential defendants in, howeveror targets of, that, if the defendants in any such action Action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party Indemnitee, and the Indemnitee shall have reasonably concluded that there may be reasonable legal defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of (in which case the Indemnifying Party, the Indemnified Party shall not have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with Action on the Indemnitee's behalf); (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable expenses and fees time after notice of the institution of such Action; or (iv) the Indemnifying Party shall authorize the Indemnitee to employ separate counsel and other expenses related to such participation to at the Indemnifying Party's expense. No compromise or settlement of any Action may be reimbursed effected by the Indemnifying Party as incurredwithout the Indemnitee's written consent, which consent shall not be unreasonably withheld or 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 the Indemnifying Party.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder Baxter Indemnitee or an AAC Indemnitee (together or individually, an “Indemnified PartyIndemnitee”) of notice of the commencement of any actionpending or threatened claim against it (an “Action”), such Indemnified Indemnitee shall give written notice to the Party shall, if a claim to whom the Indemnitee is entitled to look for indemnification in respect thereof is pursuant to be made against a party hereto obligated to indemnify such Indemnified Party this Article 11 (an the “Indemnifying Party”), notify ) of the Indemnifying Party in writing commencement thereof, but the omission . The failure to so to notify the Indemnifying Party shall not relieve it from of any liability which that it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Indemnitee hereunder, except to the extent the Indemnifying Party demonstrates that it is prejudiced by such omissionthereby. In case any such action Action that is subject to indemnification under Section 11.2 or Section 11.3 shall be brought against any Indemnified Party an Indemnitee and it shall notify give written notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in therein and, to the extent if it shall wishso desires, to assume and undertake the defense thereof with counsel reasonably satisfactory to such Indemnified Party, Indemnitee and, after notice from the Indemnifying Party to such Indemnified Party the Indemnitee of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party Indemnitee under this Section 6.3 Article 11 for any legal expenses fees of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party Indemnitee in connection with the defense thereof; if . Notwithstanding an Indemnifying Party’s election to assume the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses defense of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded Action that there may be reasonable defenses available is subject to it which are different from indemnification under Section 11.2 or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying PartySection 11.3, the Indemnified Party Indemnitee shall have the right to select one employ separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with Action at its own expense. If an Indemnifying Party assumes the reasonable expenses and fees defense of such separate counsel and other expenses related to such participation to Action, no compromise or settlement thereof may be reimbursed effected by the Indemnifying Party as incurredwithout the Indemnitee’s written consent, which consent shall not be unreasonably withheld or delayed, unless (a) there is no finding or admission of any violation of law or any violation of the rights of any Third Party 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 the Indemnifying Party.

Indemnification Procedures. (a) Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) Party of notice of the commencement of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified the Indemnifying Party (an “Indemnifying Party”)under this Article VII, notify the Indemnifying Party in writing of the commencement thereof, ; but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such any Indemnified Party other otherwise than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omissionArticle VII. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in therein and, to the extent that it shall wish, jointly with any other Indemnifying Party similarly notified, to assume and undertake the defense thereof thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 Article VII for any legal expenses of counsel to the Indemnified Party or any other expenses of the Indemnified Party, in each case subsequently incurred by such Indemnified Party Party, in connection with the defense thereof; if thereof other than reasonable costs of investigation. If the Indemnifying Party fails to notify the Indemnified Party retains its own counsel, then within thirty (30) days that the Indemnifying Party elects to defend the Indemnified Party shall pay all feespursuant to this Section 7.4, costs and expenses of such counsel; provided, however, that, or if the defendants in any such action include both Indemnifying Party elects to defend the Indemnified Party and pursuant to this Section 7.4 but fails diligently to prosecute the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available proceedings related to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, such claim as herein provided then the Indemnified Party shall have the right to select one separate counsel defend, at the sole cost and expense of the Indemnified Party (if the Indemnified Party is entitled to assume indemnification hereunder), such legal defenses and otherwise claim by all appropriate proceedings. No Indemnifying Party shall, without the written consent of the Indemnified Party (which consent will not be unreasonably withheld, delayed or conditioned), effect the settlement or compromise of, or consent to participate the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought under this Article VII (whether or not the defense Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such actionaction or claim and (ii) does not include a statement as to, with the reasonable expenses and fees or an admission of, fault, culpability or a failure to act, by or on behalf of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredany Indemnified Party.

Indemnification Procedures. (a) Promptly after the receipt by any Indemnified Party of a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any actionThird Party Claim that an Indemnified Party seeks to be indemnified under this Agreement, such Indemnified Party shallshall give written notice of such Third Party Claim to the Indemnifying Party, if a claim stating in reasonable detail the nature and basis of each allegation made in the Third Party Claim and the amount of potential Indemnified Losses with respect to each allegation, to the extent known, along with copies of the relevant documents received by the Indemnified Party evidencing the Third Party Claim and the basis for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such sought. Failure of the Indemnified Party (an “Indemnifying Party”), notify to give such notice shall not relieve the Indemnifying Party in writing thereoffrom liability on account of this indemnification, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 except if and only to the extent that the Indemnifying Party is actually prejudiced by such omissionfailure or delay. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereofThereafter, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available deliver to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall have the right to select one assume the defense of the Indemnified Party with respect to such Third Party Claim upon written notice to the Indemnified Party delivered within [***] after receipt of the particular notice from the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith and notified the Indemnified Party in writing thereof, (i) the Indemnified Party may retain separate co-counsel at its sole cost and to assume such legal defenses expense and otherwise to participate in the defense of such actionthe Third Party Claim, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by it being understood that the Indemnifying Party shall pay all reasonable costs and expenses of counsel for the Indemnified Party after such time as incurredthe Indemnified Party has notified the Indemnifying Party of such Third Party Claim and prior to such time as the Indemnifying Party has notified the Indemnified Party that it has assumed the defense of such Third Party Claim, (ii) the Indemnified Party shall not file any papers or, other than in connection with a settlement of the Third Party Claim, consent to the entry of any judgment without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim (other than a judgment or settlement that is solely for money damages and is accompanied by a release of all indemnifiable claims against the Indemnified Party) without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). Whether or not the Indemnifying Party shall have assumed the defense of the Indemnified Party for a Third Party Claim, such Indemnifying Party shall not be obligated to indemnify and hold harmless the Indemnified Party hereunder for any consent to the entry of judgment or settlement entered into with respect to such Third Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification Procedures. (a) Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) Party of notice of the commencement of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified the Indemnifying Party (an “Indemnifying Party”)under this Article IX, notify the Indemnifying Party in writing of the commencement thereof, ; but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such any Indemnified Party other otherwise than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omissionArticle IX. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in therein and, to the extent that it shall wish, jointly with any other Indemnifying Party similarly notified, to assume and undertake the defense thereof thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 Article IX for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party Party, in connection with the defense thereof; if thereof other than reasonable costs of investigation. If the Indemnifying Party fails to notify the Indemnified Party retains its own counsel, then within 15 days after receipt by the Indemnifying Party of written notice from the Indemnified Party shall pay all fees, costs and expenses of the commencement of such counsel; provided, however, that, if action that the defendants in any such action include both Indemnifying Party elects to defend the Indemnified Party and pursuant to this Section 9.5, or if the Indemnifying Party and elects to defend the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available pursuant to it which are different from or additional this Section 9.5 but fails diligently to those available prosecute the proceedings related to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partysuch claim as herein provided, then the Indemnified Party shall have the right to select one separate counsel defend, at the sole cost and to assume such legal defenses and otherwise to participate in the defense expense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), such claim by all appropriate proceedings. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought under this Article IX (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as incurredto, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder under this Section 7 (each, an “Indemnified Party”) of notice of the commencement of any actionaction involving the subject matter of the foregoing indemnity provisions, such the Indemnified Party shallwill, if a claim for indemnification in respect thereof is to be made against a the party hereto obligated to indemnify such Indemnified Party provide indemnification under this Section 7 (each, an “Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall promptly notify the Indemnifying Party of the commencement thereofof the action. The failure to provide such notice will not relieve the Indemnifying Party from any liability under this Agreement, except to the extent that the delay in giving, or failing to give, notice has a material adverse effect upon the ability of the Indemnifying Party to defend against the claim. In case an action is brought against an Indemnified Party, the Indemnifying Party shall be entitled has the right to participate in and, to at the extent it shall wishIndemnifying Party’s option, to assume and undertake the defense thereof of the action, singly or jointly with any other Indemnifying Party similarly notified, with counsel satisfactory to such the Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded concludes that there may be reasonable legal defenses available to it which any Indemnified Parties that are different from or additional to those available to the Indemnifying Party Party, or if there is a conflict of interest which would prevent counsel for the interests of Indemnifying Party from also representing the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall will have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such actionthe action on behalf of the Indemnified Party at the expense of the Indemnifying Party; provided that if there is more than one Indemnified Party, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredwill be responsible for the expense of only one special counsel selected jointly by the Indemnified Parties. After notice from an Indemnifying Party to any Indemnified Party of the Indemnifying Party’s election to assume the defense of the action, the Indemnifying Party will not be liable to the Indemnified Party under this Section 7 for any legal or other expense subsequently incurred by the Indemnified Party in connection with the defense of the action other than reasonable costs of investigation, unless (i) the Indemnified Party employed separate counsel in accordance with the proviso of the preceding sentence, or (ii) the Indemnifying Party does not employ counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party.

Indemnification Procedures. Promptly after receipt by A Purchaser Indemnified Party or a party entitled to claim indemnification hereunder (an “Seller Indemnified Party”) , as the case may be (for purposes of this Article IX, an "Indemnified Party"), shall give the indemnifying party under Section 9.02 or 9.03, as applicable (for purposes of this Section 9.04, an "Indemnifying Party"), prompt written notice of the commencement of any action, such matter which an Indemnified Party shallhas determined has given or could give rise to a right of indemnification under this Agreement, and in any case within 60 days of such determination, stating the amount of the claim, if known, and method of computation thereof, and containing a claim for indemnification reference to the provisions of this Agreement in respect thereof of which such right of indemnification is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify claimed or arises. The obligations and Liabilities of the Indemnifying Party under this Article IX with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in writing thereofthis Article IX ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, but the omission so to notify Indemnified Party shall give the Indemnifying Party written notice of such Third Party Claim within 30 days of the receipt by the Indemnified Party of such written notice; provided, however, that if such notice of a Third Party Claim is in the form of a Complaint (or other similar legal document commencing litigation), the Indemnified Party shall give the Indemnifying Party written notice of such Third Party Claim within 15 days of the receipt by the Indemnified Party of such Complaint (or other similar document); provided, further, however, that the failure to provide such written notice shall not relieve it release the Indemnifying Party from any liability which it may have to such Indemnified Party other than of its obligations under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Article IX except to the extent the Indemnifying Party is materially prejudiced by such omission. In case failure and shall not relieve the Indemnifying Party from any such action shall be brought against other obligation or Liability that it may have to any Indemnified Party and it shall notify otherwise than under this Article IX. If the Indemnifying Party of acknowledges in writing its obligation to indemnify the commencement thereofIndemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to participate in and, assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives written notice of its intention to do so to the extent it shall wish, to assume and undertake Indemnified Party within 90 days of the defense thereof with counsel satisfactory to receipt of such Indemnified Party, and, after written notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof(it being understood that, during such 90 day period, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with may assume and control the defense thereof; if of such Third Party Claim at its own expense and through counsel of its choice, and, regardless of whether the Indemnifying Party has assumed control of the defense during the 90 day period, the Indemnified Party retains its own counselmay not settle such Third Party Claim during such 90 day period without the prior written consent of the Indemnifying Party, then such consent not to be unreasonably withheld, unless the Indemnified Indemnifying Party shall pay is given a full and complete release of any and all fees, costs and expenses of such counselliability by all relevant parties relating thereto); provided, however, thatthat if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party, if in its reasonable discretion, for the defendants in any such action include same counsel to represent both the Indemnified Party and the Indemnifying Party and Party, then the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available entitled to it retain its own counsel, in each jurisdiction for which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with determines counsel is required, at the interests expense of the Indemnifying Party. If, prior to the expiration of such 90 day period, the Indemnifying Party does not acknowledge in writing its obligation to indemnify the Indemnified Party for any Losses which may result from the Third Party Claim, the Indemnified Party (i) may elect to assume and control the defense of such Third Party Claim at the Indemnifying Party's expense; and (ii) the Indemnified Party shall have the right to select one separate counsel settle such Third Party Claim without the consent of the Indemnifying Party after reasonable prior written notice to the Indemnifying Party of the material terms of such proposed settlement. In the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to assume the Indemnified Party, at the Indemnified Party's expense, all such legal defenses witnesses, records, materials and otherwise information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. In the event the Indemnifying Party elects to participate in control the defense of any Third Party Claim by notifying the Indemnified Party of such actiondecision within the 90 day period provided above, then (x) the Indemnified Party shall cooperate with the reasonable expenses Indemnifying Party in such defense and fees of such separate counsel make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and other expenses related to such participation to be reimbursed information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party and (y) the Indemnifying Party may not settle such Third Party Claim without the prior consent of the Indemnified Party, such consent not to be unreasonably withheld, unless the Indemnified Party is given a full and complete release of any and all liability by all relevant parties relating thereto. If the Indemnifying Party shall elect to assume the defense of a Third Party Claim by notifying the Indemnified Party of its obligation to indemnify such party during the 90 day period as incurredprovided above, then it shall do so at its own expense; provided, however, that all other matters described above as being at the expense of the Indemnifying Party shall only become payable by the Indemnifying Party if, when and to the extent that the Indemnifying Party is ultimately determined to be obligated to indemnify the Indemnified Party pursuant to this Article IX.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder pursuant to this Section 5 (each, an “Indemnified Party”"INDEMNIFIED PARTY") of notice of the commencement of any action, action involving the subject matter of the foregoing indemnity provisions such Indemnified Party shallwill, if a claim for indemnification in respect thereof is to be made against a the party hereto obligated to indemnify such Indemnified Party provide indemnification pursuant to this section (each, an “Indemnifying Party”"INDEMNIFYING PARTY"), notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall promptly notify the Indemnifying Party of the commencement thereof; but the omission to provide such notice will not relieve the Indemnifying Party from any liability hereunder, except to the extent that the delay in giving, or failing to give, such notice has a material adverse effect upon the ability of the Indemnifying Party to defend against the claim. In case such action is brought against an Indemnified Party, the Indemnifying Party shall be entitled will have the right to participate in and, to at the extent it shall wishIndemnifying Party's option, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the singly or jointly with any other Indemnifying Party shall not be liable similarly notified, with counsel reasonably satisfactory to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counselParty; provided, however, that, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded concludes that there may be reasonable legal defenses available to it which any Indemnified Parties that are different from or additional to those available to the Indemnifying Party Party, or if there is a conflict of interest which would prevent counsel for the interests of Indemnifying Party from also representing the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall will have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees action on behalf of such separate counsel and other expenses related to such participation to be reimbursed by Indemnified Party at the expense of the Indemnifying Party; provided further, however, that the Indemnifying Party as incurredwill be responsible for the expense of only one such special counsel (and one local counsel if necessary for jurisdictional purposes) selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party's election to assume the defense of the action, the Indemnifying Party will not be liable to such Indemnified Party pursuant to this Section 5 for any legal or other expense subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the Indemnified Party has employed counsel in accordance with the proviso of the preceding sentence or (ii) the Indemnifying Party has not employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder pursuant to this Section 7 (each, an “Indemnified Party”) of notice of the commencement of any action, action involving the subject matter of the foregoing indemnity provisions such Indemnified Party shallwill, if a claim for indemnification in respect thereof is to be made against a the party hereto obligated to indemnify such Indemnified Party provide indemnification pursuant to this Section 7 (each, an “Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall promptly notify the Indemnifying Party of the commencement thereof; but the omission to provide such notice will not relieve the Indemnifying Party from any liability hereunder, except to the extent that the delay in giving, or failing to give, such notice has a material adverse effect upon the ability of the Indemnifying Party to defend against the claim. In case such action is brought against an Indemnified Party, the Indemnifying Party shall be entitled have the right to participate in and, to at the extent it shall wishIndemnifying Party’s option, to assume and undertake the defense thereof thereof, singly or jointly with any other Indemnifying Party similarly notified, with counsel satisfactory to such the Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable legal defenses available to it which any Indemnified Parties that are different from or additional to those available to the Indemnifying Party Party, or if there is a conflict of interest which would prevent counsel for the interests of Indemnifying Party from also representing the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees action on behalf of such separate counsel and other expenses related to such participation to be reimbursed by Indemnified Party at the expense of the Indemnifying Party; provided that the Indemnifying Party as incurredshall be responsible for the expense of only one such special counsel selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party’s election to assume the defense or the action, the Indemnifying Party will not be liable to such Indemnified Party pursuant to this Section 7 for any legal or other expense subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the Indemnified Party shall have employed counsel in accordance with the proviso of the preceding sentence, or (ii) the Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party.

Indemnification Procedures. Promptly after receipt by Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to claim indemnification hereunder under this Article VIII (an “"Indemnified Party”" for the purpose of this Section 8.4) of notice of the commencement of any action, unless such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify will have notified the Indemnifying Party in writing thereofwithin a reasonable time after the summons or other first legal process giving information of the nature of the claim upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but the omission so failure to notify the Indemnifying Party shall of any such claim will not relieve it the Indemnifying Party from any liability which it may have to such the Indemnified Party other against whom such action is brought otherwise than under on account of the indemnification provision of this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is prejudiced by damaged solely as a result of failure to give such omissionnotice. In case any such action shall be is brought against any the Indemnified Party and it shall notify the Indemnifying Party of the commencement thereofParty, the Indemnifying Party shall will be entitled to participate participate, at its own expense, in and, to the extent it shall wish, defense thereof. The Indemnifying Party also will be entitled to assume and undertake the defense thereof thereof, with counsel satisfactory to such Indemnified Party, and, after the party named in the action. After notice from the Indemnifying Party to such the Indemnified Party of its the Indemnifying Party's election so to assume and undertake the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party shall will not be liable to such Indemnified Party party under this Section 6.3 Agreement for any legal or other expenses subsequently incurred by such Indemnified Party party independently in connection with the defense thereof; if the Indemnified Party retains its own counselthereof other than reasonable costs of investigation, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and unless: (a) the Indemnifying Party and the Indemnified Party shall will have reasonably concluded that there may be reasonable defenses available mutually agreed to it which are different from the retention of such counsel; or additional (b) the named parties to those available to any such proceeding (including any impleaded parties) include both the Indemnifying Party or if the interests of and the Indemnified Party reasonably may and representation of both parties by the same counsel would be deemed inappropriate due to conflict actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the interests of plaintiff, the Indemnifying Party, Party agrees to indemnify the Indemnified Party shall have the right to select one separate counsel from and to assume such legal defenses and otherwise to participate in the defense against any loss or liability by reason of such action, with settlement or judgment. A successor by law of the reasonable expenses and fees parties to this Agreement will be entitled to the benefits of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredindemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

Indemnification Procedures. Promptly after receipt by a party entitled If any proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnity may be sought pursuant to claim indemnification hereunder paragraph (an a) or (b) above, such Person (the “Indemnified Party,” or if more than one Indemnified Party, the “Indemnified Parties”) of notice of ), shall promptly notify the commencement of any action, Person against whom such Indemnified Party shall, if a claim for indemnification in respect thereof is to indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought (an the “Indemnifying Party”), notify the Indemnifying Party in writing thereof, of the commencement thereof (but the omission failure to so to notify the an Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and 7, except to the extent the Indemnifying Party is actually and materially prejudiced by the failure to give notice), and the Indemnifying Party, shall assume the defense of such omissionProceeding and retain counsel chosen by the Indemnifying Party and approved by the Indemnified Party, which approval shall not be unreasonably withheld, to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in such Proceeding and shall pay the reasonable fees and expenses actually incurred by such counsel related to such proceeding. In case Notwithstanding the foregoing, in any such action shall be brought against proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and it shall notify the Indemnifying Party expenses of the commencement thereof, the Indemnifying Party such counsel shall be entitled to participate in and, to at the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to expense of such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed in writing to the contrary, (ii) the Indemnifying Party failed within a reasonable time after notice of commencement of the proceeding to assume the defense and engage counsel approved by the Indemnified Party as hereinabove provided, (iii) the Indemnifying Party and its counsel do not pursue in a reasonable manner the defense of such proceeding, (iv) such Indemnified Party shall have been reasonably concluded that advised by counsel that, either (x) there may be reasonable one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests such affiliate of the Indemnifying Party or (y) a conflict may exist between such Indemnified Party reasonably may be deemed to conflict with and the interests Indemnifying Party or such affiliate of the Indemnifying Party, then the Indemnified Indemnifying Party shall not have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in nor direct the defense of such action, with the reasonable expenses and fees Proceeding on behalf of such separate counsel and other expenses related to such participation to be reimbursed by Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such Proceeding or separate but substantially similar or related Proceedings arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one (1) separate firm of attorneys (in addition to any local counsel), for all such Indemnified Parties, which firm shall be designated in writing by those Indemnified Parties who sold a majority of Registrable Shares sold by all such Indemnified Parties (excluding Registrable Shares sold by the Company at its Affiliates) and any such separate firm for the Company, the directors, the officers and such control Persons of the Company as incurredshall be designated in writing by the Company. 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, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify any Indemnified Party from and against any loss or liability resulting from 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 a party or the subject thereof and indemnity could have been sought hereunder by such Indemnified Party, unless (i) such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding in a form satisfactory to the Indemnified Party and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of the Indemnified Party.

Indemnification Procedures. Promptly after receipt by a party entitled to claim Party seeking indemnification hereunder under this Section 12 (an “Indemnified PartyIndemnitee”) of notice of the commencement of any actionpending or threatened Claim against it, such Indemnified Indemnitee shall give written notice thereof to the Party shall, if a claim for from whom the Indemnitee is entitled to seek indemnification in respect thereof is pursuant to be made against a party hereto obligated to indemnify such Indemnified Party this Section 12 (an the “Indemnifying Party”), notify ; provided that the Indemnifying Party in writing thereof, but the omission failure so to notify the Indemnifying Party shall not relieve it from of any liability which that it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Indemnitee hereunder, except to the extent the Indemnifying Party demonstrates that it is materially prejudiced by such omissionthereby. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the The Indemnifying Party shall be entitled to participate in the defense of such Claim and, to the extent that it shall wishelects within [****]* of its receipt of notice of the Claim from the Indemnitee, to assume and undertake control of the defense thereof of such Claim (unless (i) the Indemnifying Party is also a party to such proceeding and the Indemnifying Party has asserted a cross claim against the Indemnified Party or a court has otherwise determined that such that joint * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. representation would be inappropriate, or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnitee of its financial capacity to defend the Indemnitee in such Proceeding) with counsel reasonably satisfactory to such Indemnified Party, the Indemnitee and, after notice from the Indemnifying Party to such Indemnified Party the Indemnitee of its election so to assume and undertake the defense thereofof such Claim, the Indemnifying Party shall not not, as long as it diligently conducts such defense, be liable to such Indemnified Party under this Section 6.3 the Indemnitee for any legal expenses out-of-pocket costs subsequently incurred by the Indemnitee in investigating or defending such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses Claim. No compromise or settlement of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there Claim which is to be indemnified may be reasonable defenses available to it effected by either Party without the other Party’s written consent, which are different from consent shall not be unreasonably withheld or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurreddelayed.

Indemnification Procedures. Promptly after receipt by a party entitled Each person to claim indemnification hereunder be indemnified pursuant to this Article 4 (an “the "Indemnified Party”") will, promptly after its receipt of written notice of the commencement of any action, action against such Indemnified Party shall, if a claim for indemnification in respect thereof is to of which indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought from an indemnifying person under this Article 4 (an “the "Indemnifying Party”), ") notify the Indemnifying Party in writing of the commencement thereof, but provided, however, that the omission so failure of any person to notify give notice as provided herein shall not relieve the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than of its obligations under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Agreement except to the extent the that such Indemnifying Party is actually materially and adversely prejudiced by such omissionfailure to give notice. In case If any such action shall be brought against any Indemnified Party and it shall notify the an Indemnifying Party of the commencement thereof, the Indemnifying Party shall will be entitled to participate in therein and, to the extent it shall wishmay desire, jointly with any other Indemnifying Party similarly notified, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall will not be liable to such Indemnified Party under this Section 6.3 Article 4 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, thereof other than reasonable costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and investigation unless (a) the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it employed counsel in an action in which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred.are both defendants and there is a conflict of interest between such parties that would prevent counsel

Indemnification Procedures. Promptly after receipt by a party entitled In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to claim indemnification hereunder this Section 15, such person (an “Indemnified "INDEMNIFIED Party”") of notice of shall promptly notify the commencement of any action, person against whom such Indemnified Party shall, if a claim for indemnification indemnity may be sought (the "INDEMNIFYING PARTY") in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify writing and the Indemnifying Party in writing shall assume the defense thereof, but including the omission employment of counsel reasonably satisfactory to such Indemnified Party, and 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 relieve it from any liability which it may have to such Indemnified the Indemnifying Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and of its obligations hereunder except to the extent (and only to the extent that) that the Indemnifying Party is materially prejudiced by such omissionfailure to notify. In case any such action shall be brought against proceeding, any Indemnified Party and it shall notify have the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled right to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains retain its own counsel, then but the Indemnified Party shall pay all fees, costs fees and expenses of such counsel; provided, however, that, if counsel shall be at the defendants in any expense of such action include both the Indemnified Party and unless (i) the Indemnifying Party and the Indemnified Party shall have reasonably concluded mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that there may the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable defenses available fees and expenses of more than one separate firm of attorneys (in addition to it which 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 different from or additional to those available 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), but if settled with such consent, or if there be a final judgment for the interests plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any 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 reasonably may be deemed to conflict with the interests of the Indemnifying Party, the effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party shall is or could have the right to select one separate counsel been a party and to assume indemnity could have been sought hereunder by such legal defenses and otherwise to participate in the defense Indemnified Party, unless such settlement includes an unconditional release of such action, with the reasonable expenses and fees Indemnified Party from all liability arising out of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredproceeding.

Indemnification Procedures. Promptly after receipt (a) In the event that any Action is threatened or commenced by a Third Party involving a claim for which a party entitled may be required to claim indemnification hereunder provide indemnity (an “Indemnifying Party”) to any other party (an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party hereunder (an “Indemnifying PartyAsserted Liability”), notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it promptly shall notify the Indemnifying Party of such Asserted Liability in a writing that (i) describes such Asserted Liability in reasonable detail (including the commencement thereoffacts underlying each particular claim and an identification of particular sections of this Agreement pursuant to which indemnification is being sought); (ii) attaches copies of any material written evidence upon which such Asserted Liability is based (provided that to the extent such written evidence is not reasonably available at such time, the Indemnified Party shall so indicate, and shall promptly provide such evidence when it becomes available); and (iii) sets forth, to the extent possible, the estimated amount of Losses for which the Indemnified Party may be liable (the “Claim Notice”); provided that no delay or failure on the part of the Indemnified Party in giving any Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the Indemnifying Party is materially prejudiced by such delay or failure. The Indemnifying Party shall have forty-five (45) days from its receipt of a Claim Notice (the “Notice Period”) to notify the Indemnified Party whether the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense and by counsel of its own choosing, to assume and control the defense of an Asserted Liability. If the Indemnifying Party undertakes to assume and control the defense of an Asserted Liability, (i) the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume defend against such Asserted Liability and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from (ii) the Indemnifying Party to such shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to any settlement that (A) does not contain a full release of its election so to assume and undertake the defense thereofIndemnified Party from the subject matter of the settlement, (B) requires an express admission of wrongdoing by the Indemnified Party or (C) provides for injunctive or other non-monetary relief affecting the Indemnified Party; provided that the Indemnifying Party shall not be liable entitled to such assume the defense of an Asserted Liability and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by if (1) such Indemnified Party Asserted Liability relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (2) the defense thereof; if primary objective of such Asserted Liability is to seek injunctive or other equitable relief against the Indemnified Party, (3) the Indemnified Party’s potential Losses in excess of the Cap are reasonably expected to significantly exceed the Indemnifying Party’s potential indemnification obligations hereunder, (4) the Indemnifying Party retains does not agree in writing that it would be obligated to pay all Losses arising from or related to such Asserted Liability if such claim was valid and indemnifiable, or (5) such Asserted Liability relates to an alleged violation of Environmental Laws that would reasonably be expected to materially affect the Indemnified Party’s then current business, operations or real property; provided, further, that the Indemnifying Party shall have the right to retain its own counsel, then counsel (but the Indemnified Party shall pay all fees, costs fees and expenses of such counsel; provided, however, that, if counsel shall be at the defendants in any such action include both the Indemnified Party and expense of the Indemnifying Party Party) and participate in the defense of such Asserted Liability and the Indemnified Party shall have reasonably concluded that there may not consent to any settlement of such Asserted Liability without the prior written consent of the Indemnifying Party (which consent shall not be reasonable defenses unreasonably withheld, conditioned or delayed). If the Indemnifying Party undertakes to assume and control the defense of an Asserted Liability, the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the investigation, defense and settlement thereof, including (x) procuring potential witnesses and witness statements, (y) promptly furnishing documentary evidence to the extent available to it which are different from or additional its Affiliates and (z) providing access to those available any other relevant party, including any Representatives of the parties as reasonably needed, to ensure the Indemnifying proper and adequate defense of an Asserted Liability. The Indemnified Party or if the interests may participate in, but not control, any proceeding with counsel of the Indemnified Party reasonably may be deemed to conflict with Party’s choice at the interests of Indemnified Party’s expense. Notwithstanding the Indemnifying Partyforegoing, in any event, the Indemnified Party shall have the right to select one separate counsel and settle any Asserted Liability that the Indemnifying Party shall have undertaken to assume such legal defenses and otherwise to participate defend; provided that in the defense of such actionevent that the Indemnified Party exercises its right to settle an Asserted Liability, with then the reasonable expenses Indemnified Party irrevocably and fees of such separate counsel and other expenses related unconditionally waives any right to such participation to be reimbursed indemnification by the Indemnifying Party with respect to the Asserted Liability; provided, further that the Indemnified Party unconditionally releases the Indemnifying Party from any and all liabilities as incurredpart of any such settlement.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) Person of notice of the commencement of any actionclaim, challenge, litigation, investigation or proceeding for which such Indemnified Person is indemnified pursuant to Section 7.1 (an “Indemnified Claim”), such Indemnified Party shallPerson will, if a claim for indemnification in respect thereof is to be made hereunder against a party hereto obligated to indemnify such Indemnified the Indemnifying Party (an “Indemnifying Party”)in respect thereof, notify the Indemnifying Party in writing of the commencement thereof; provided, but that (a) the omission to so to notify the Indemnifying Party shall will not relieve it the Indemnifying Party from any liability which that it may have hereunder except to the extent it has been materially prejudiced by such failure and (b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party other Person otherwise than under on account of this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omissionArticle VII. In case any such action shall be Indemnified Claims are brought against any Indemnified Party Person and it shall notify notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall will be entitled to participate in therein, and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory at its election by providing written notice to such Indemnified Person, the Indemnifying Party will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the Indemnifying Party, and, after such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. Upon receipt of notice from the Indemnifying Party to such Indemnified Party Person of its election to so to assume and undertake the defense thereofof such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 Person for any legal expenses subsequently incurred by such Indemnified Party Person in connection with the defense thereof; if thereof or participation therein (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the Indemnified Party retains its own counsel, then assertion of legal defenses in accordance with the Indemnified Party shall pay all fees, costs and expenses of such counsel; providedproviso to the immediately preceding sentence (it being understood, however, that, if the defendants in any such action include both the Indemnified Party and that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after the Indemnifying Party has received notice of commencement of the Indemnified Claims from, or delivered on behalf of, the Indemnified Person, (iii) after the Indemnifying Party assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party has failed or is failing to defend such claim and provides written notice of such determination and the Indemnified basis for such determination, and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, or (iv) the Indemnifying Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available authorized in writing the employment of counsel for such Indemnified Person. Notwithstanding anything herein to the Indemnifying Party contrary, the Company Parties shall have sole control over any Tax controversy or if the interests Tax audit and shall be permitted to settle any liability for Taxes of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredDebtors.

Indemnification Procedures. Promptly after receipt by a Each party entitled to claim indemnification hereunder under this Section 8.5 (an the “Indemnified Party”) of shall give written notice of to the commencement of any action, such Indemnified Party shall, if a claim for party required to provide indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an the “Indemnifying Party”)) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, notify and shall permit the Indemnifying Party in writing thereof, but to assume the omission so to notify 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 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. litigation shall be approved by the Indemnified Party (which approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve it from the Indemnifying Party of its obligations hereunder, except to the extent such failure resulted in actual detriment to the Indemnifying Party. No Indemnifying Party, in the defense of any liability 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 it may have does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement (other than under this Section 6.3 for the payment of money only) without the consent of the Indemnified Party (which consent shall not be unreasonably withheld). An Indemnifying Party who is not entitled to, or elects not to, assume the defense of the claim, will not be obligated to pay the fees and shall only relieve it from expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any liability which it Indemnified Party a conflict of interest may have to exist between such Indemnified Party under this Section 6.3 if and any other such Indemnified Parties with respect to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereofclaim, in which event the Indemnifying Party shall be entitled obligated to participate in and, to pay the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs fees and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from additional counsel or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredcounsels.

Indemnification Procedures. Promptly after receipt by a party entitled Each Indemnitee (as defined under Section 10(a)) shall (i) give prompt written notice to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in writing thereofof any claim with respect to which it seeks indemnification or contribution pursuant to this Agreement (provided, but however, that the omission so failure of the Indemnitee to notify promptly deliver such notice shall not relieve the Indemnifying Party shall not relieve it from of any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and liability, except to the extent that the Indemnifying Party is prejudiced by in its ability to defend such omission. In case any claim) and (ii) permit such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereofParty, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wishas applicable, to assume and undertake the defense thereof of such claim with counsel selected by such Indemnifying Party and reasonably satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counselIndemnitee; provided, however, that, if the defendants in that any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available Indemnitee entitled to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party indemnification hereunder shall have the right to select one employ separate counsel and to assume such legal defenses and otherwise to participate in the defense of such actionclaim, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (A) the Indemnifying Party has agreed in writing to pay such fees and expenses, (B) the Indemnifying Party shall have failed to assume the defense of such claim within five (5) days of delivery of the written notice of the Indemnitee with respect to such claim or failed to employ counsel selected by such Indemnifying Party and reasonably satisfactory to the Indemnitee, or (C) in the reasonable expenses judgment of the Indemnitee, based upon advice of its counsel, a conflict of interest may exist between the Indemnitee and fees the Indemnifying Party with respect to such claims (in which case, if the Indemnitee notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such separate counsel claim on behalf of the Indemnitee). If the Indemnifying Party assumes the defense of the claim, it shall not be subject to any liability for any settlement or compromise made by the Indemnitee without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). In connection with any settlement negotiated by an Indemnifying Party, no Indemnifying Party shall, and other expenses related no Indemnitee shall be required by an Indemnifying Party to, (I) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee of a release from all liability in respect to such participation claim or litigation, (II) enter into any settlement that attributes by its terms any liability to the Indemnitee, or (III) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. In addition, without the consent of the Indemnitee, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement which provides for any action on the part of the Indemnitee other than the payment of money damages which are to be reimbursed paid in full by the Indemnifying Party. If an Indemnifying Party fails or elects not to assume the defense of a claim pursuant to clause (B) above, or is not entitled to assume or continue the defense of such claim pursuant to clause (C) above, the Indemnitee shall have the right without prejudice to its right of indemnification hereunder to, in its discretion exercised in good faith and upon advice of counsel, to contest, defend and litigate such claim and may settle such claim, either before or after the initiation of litigation, at such time and upon such terms as incurredthe Indemnitee deems fair and reasonable, provided that, at least five (5) days prior to any settlement, written notice of its intention to settle is given to the Indemnifying Party. If requested by the Indemnifying Party, the Indemnitee agrees (at no expense to the Indemnitee) to reasonably cooperate with the Indemnifying Party and its counsel in contesting any claim that the Indemnifying Party elects to contest.

Indemnification Procedures. (a) Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) Party of notice of the commencement of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified the Indemnifying Party (an “Indemnifying Party”)under this ARTICLE IX, notify the Indemnifying Party in writing of the commencement thereof, ; but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such any Indemnified Party other otherwise than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omissionARTICLE IX. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in therein and, to the extent that it shall wish, jointly with any other Indemnifying Party similarly notified, to assume and undertake the defense thereof thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 ARTICLE IX for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party Party, in connection with the defense thereof; if thereof other than reasonable costs of investigation. If the Indemnifying Party fails to notify the Indemnified Party retains its own counsel, then within 15 days after receipt by the Indemnifying Party of written notice from the Indemnified Party shall pay all fees, costs and expenses of the commencement of such counsel; provided, however, that, if action that the defendants in any such action include both Indemnifying Party elects to defend the Indemnified Party and pursuant to this Section 9.4, or if the Indemnifying Party and elects to defend the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available pursuant to it which are different from or additional this Section 9.4 but fails diligently to those available prosecute the proceedings related to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partysuch claim as herein provided, then the Indemnified Party shall have the right to select one separate counsel defend, at the sole cost and to assume such legal defenses and otherwise to participate in the defense expense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), such claim by all appropriate proceedings. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought under this ARTICLE IX (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as incurredto, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt by a A party entitled to claim indemnification hereunder pursuant to this Agreement (an “Indemnified Party”) shall, with respect to any claim made against such Indemnified Party for which indemnification is available, notify the other party (the “Indemnifying Party”) in writing of the nature of the claim as soon as practicable but not more than ten days after the Indemnified Party receives notice of the assertion of the claim. Upon receipt of notice of the commencement assertion of any actiona claim, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in writing thereofmay, but at its option, assume the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party defense of the commencement thereofclaim, and if so, the Indemnifying Party shall be entitled to participate in and, employ counsel reasonably acceptable to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from . Notwithstanding the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partyforegoing, the Indemnified Party shall have the right to select one employ separate counsel and to assume participate in, and to control any such legal defenses action, and otherwise the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. An Indemnifying Party shall not be liable for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld), nor shall an Indemnifying Party settle any such action without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld). No Indemnifying Party will consent to participate 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 the Indemnified Party a release from all liability with respect to the claim. Each of the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim for which indemnification is available and shall furnish such actionrecords, with information, testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be requested. For purposes of this section 7.3, references to a “claim” shall be construed broadly, so as to encompass all claims made against the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnified Party in a legal action for which indemnification is available under this article VII. The Indemnifying Party as shall pay all amounts for which it is responsible under this article VII, promptly and in any event within 10 days of the date any such amounts are incurred.

Indemnification Procedures. Promptly after receipt by a party entitled If any Action is brought in respect of which indemnity may be sought pursuant to claim this Agreement, the Person seeking indemnification hereunder (an the “Indemnified Party”) of notice of shall promptly notify the commencement of any action, such Indemnified Party shall, if a claim for Person against whom indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party sought (an the “Indemnifying Party”), ) in writing of the institution of such Action (but the failure so to notify will not relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which that it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such the Indemnified Party under this Section 6.3 if and Article 8 to the extent the Indemnifying Party is not materially prejudiced by such omission. In case any such action as a result thereof, and in no event shall be brought against any Indemnified Party and it shall notify relieve the Indemnifying Party of the commencement thereoffrom any liability it may have otherwise than pursuant to this Article VIII), and the Indemnifying Party shall be entitled to participate in andassume the defense of such Action, including the employment of counsel reasonably satisfactory to the extent it Indemnified Party and payment of expenses. Notwithstanding the foregoing, ACE shall wish, to assume and undertake the defense thereof with counsel satisfactory to such of the Actions described in Section 8.1(a)(iii) and (iv) without the requirement of notice from an Indemnified Party. The Indemnified Party shall have the right to employ its own counsel in any such case, and, after notice from but the fees and expenses of such counsel shall be at the expense of Indemnified Party unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereofParty, (ii) the Indemnifying Party shall not be liable have employed counsel reasonably satisfactory to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of within a reasonable time or (iii) such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded (based on the advice of counsel) that there may be reasonable defenses available to it or them which are different from or additional to those available to the Indemnifying Party or if the interests of and may present a conflict for counsel representing the Indemnified Party reasonably may be deemed to conflict with the interests of and the Indemnifying Party, Party (in which case the Indemnified Indemnifying Party shall not have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in direct the defense of such actionAction on behalf of the Indemnified Party), with the reasonable in any of which events such fees and expenses and fees of such separate counsel and other expenses related to such participation to shall be reimbursed borne by the Indemnifying Party and paid as incurredincurred (it being understood, however, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) for the Indemnified Parties in any one Action or series of related Actions in the same jurisdiction representing the Indemnified Parties). Anything in this Section 8.2 to the contrary notwithstanding, the Indemnifying Party shall not be liable for any settlement effected without its written consent unless the Indemnifying Party shall have failed to assume the defense of such Action or reimburse the Indemnified Party for fees and expenses of counsel as contemplated by this Section 8.2 within 30 days after receipt by the Indemnifying Party of the request therefor. An Indemnifying Party will not, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any Action in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Parties from all liability arising out of the Action.

Indemnification Procedures. Promptly after receipt With respect to Third Party Claims other than those relating to Taxes, all claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 8.4. In the event that any written claim or demand for which ARCO or Purchaser, as the case may be (an "INDEMNIFYING PARTY"), may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any actionthird party, such Indemnified Party shallshall promptly, if a claim for indemnification but in respect thereof is to be made against a party hereto obligated to indemnify no event later than 20 days following such Indemnified Party (an “Indemnifying Party”)'s receipt of such claim or demand, notify the Indemnifying Party in writing thereof, but of such claim or demand and the omission so to notify amount or the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the Indemnifying Party is prejudiced by final amount of such omission. In case any such action shall be brought against any claim or demand) (the "THIRD PARTY CLAIM NOTICE") and in the event that an Indemnified Party and it shall assert a claim for indemnity under this Article VIII or Section 5.22(d), not including any Third Party Claim, the Indemnified Party shall notify the Indemnifying Party promptly following its discovery of the commencement thereoffacts or circumstances giving rise thereto (together with a Third Party Claim Notice, a "CLAIM NOTICE"). The Indemnifying Party shall have no liability with respect to any expenses incurred by the Indemnified Party prior to the time the Claim Notice is delivered to the Indemnifying Party. The Indemnifying Party shall have 30 days from the personal delivery or mailing of the Claim Notice (the "NOTICE PERIOD") to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by an Indemnified Party in defending such claim or demand after the Claim Notice is delivered to the Indemnifying Party shall be considered Losses of the Indemnified Party for purposes of Sections 8.2 and 8.3 of this Agreement. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall be entitled have the right to participate in and, defend the Indemnified Party by appropriate proceedings and shall have the sole power to the extent it shall wish, to assume direct and undertake the defense thereof with counsel satisfactory to control such Indemnified Party, and, after notice from defense. If the Indemnifying Party to such Indemnified Party of its election so elects to assume and undertake the defense thereofof such claim, the Indemnifying Party shall not be liable to such the Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such the Indemnified Party. If any Indemnified Party in connection with the desires to participate in, but not control, any such defense thereof; if the Indemnified Party retains it may do so at its own counsel, then the sole cost and expense. An Indemnified Party shall pay all feesnot settle, costs and expenses of such counsel; provided, however, that, if compromise or discharge a claim or demand for which it has the defendants in any such action include both the Indemnified Party and right to claim indemnification from the Indemnifying Party and hereunder or admit to any liability with respect to such claim or demand without 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 prior written consent of the Indemnifying Party or if (which may be withheld in the interests sole discretion of the Indemnifying Party). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party reasonably (which may be deemed withheld in the sole discretion of the Indemnified Party) settle, compromise or discharge or offer to conflict settle, compromise or discharge any such claim or demand on a basis which (x) does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the interests of Third Party Claim or (y) imposes any obligation on the Indemnified Party or any Subsidiary or Affiliate thereof other than the payment to be made by the Indemnifying Party. If the Indemnifying Party elects not to defend the Indemnified Party, then the Indemnified Party shall have the right to select one separate counsel defend the claim or demand by appropriate proceedings and shall have the sole power to assume direct and control such legal defenses defense. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion of any such claim or demand as to which such defense is unsuccessful (and otherwise all reasonable costs of expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder, subject to the limitations set forth in Section 8.6 hereof. In any event, the Indemnifying Party shall (at its own expense) have the right to participate in the defense or settlement of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by any Third Party Claim for which the Indemnifying Party as incurredmay be liable hereunder. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any Third Party Claim, the Indemnified Party will provide the Indemnifying Party and its counsel access to all relevant business records and other documents, and shall use its best efforts to assist, and to cause the employees and counsel of the Indemnified Party to assist, in defense of such claim.

Indemnification Procedures. Promptly after receipt by a Whenever any claim shall arise for indemnification hereunder, the party entitled to claim indemnification hereunder (an the “Indemnified Party”) of shall promptly provide written notice of such claim to the commencement of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a other party hereto obligated to indemnify such Indemnified Party (an the “Indemnifying Party”). The failure to give such prompt written notice shall not, notify the Indemnifying Party in writing thereofhowever, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of its indemnification obligations, except and only to the commencement thereofextent that (i) the Indemnifying Party forfeits rights or defenses by reason of such failure or (ii) such failure or delay shall have adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any Third-Party Claim (as defined herein) for which the Indemnified Party is entitled to indemnification hereunder. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement (a “Third-Party Claim”), the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party, which shall include Loeb & Loeb LLP and Norton Rxxx Xxxxxxxxx US LLP. The Indemnified Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof of any such Action, with its counsel satisfactory to such Indemnified Party, and, after notice from and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Third-Party Claim in such manner as it may deem appropriate, including, but not limited to, settling such Third-Party Claim, after giving notice of it to 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 election so indemnification obligations herein provided with respect to assume and undertake the defense thereof, the any damages resulting therefrom. The Indemnifying Party shall not be liable to such Indemnified settle any Third-Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if Claim without the Indemnified Party retains its own counsel, then the Indemnified Party Party’s prior written consent (which consent shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may not be reasonable defenses available to it which are different from unreasonably withheld or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurreddelayed).

Indemnification Procedures. Promptly after receipt by a party entitled to claim seeking indemnification hereunder (an “the "Indemnified Party”") under this Section 2.6 of notice of the commencement of any actionaction or proceeding (including any governmental investigation or inquiry), such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a any indemnifying party hereto obligated pursuant to indemnify such Indemnified Party this Section 2.6 (an “the "Indemnifying Party”"), notify deliver a written notice of the Indemnifying Party in writing commencement thereof, but the omission so to notify and the Indemnifying Party shall not relieve it from any liability which it may have the right to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and participate in, and, to the extent the Indemnifying Party is prejudiced by such omissionso desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the Indemnifying Party and the Indemnified Party. In case The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be brought against the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and it the Indemnifying Party, and the Indemnified Party shall notify have been advised by counsel that there may be one or more legal defenses available to the Indemnified Party that are different from, or additional to, those available to the Indemnifying Party. If the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the commencement thereofIndemnifying Party as permitted by the provisions of the preceding sentence, the Indemnifying Party shall be entitled to participate in and, to not have the extent it shall wish, right to assume and undertake the defense thereof with counsel satisfactory to of such action or proceeding on behalf of the Indemnified Party, and, after notice from . Notwithstanding the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereofforegoing, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for the reasonable fees and expenses of more than one counsel at any legal expenses subsequently incurred by such time for the Indemnified Party in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the defense thereof; if same jurisdiction arising out of the Indemnified Party retains its own counsel, then the Indemnified same general allegations or circumstances. No Indemnifying Party shall pay all fees, costs and expenses consent to entry of such counsel; provided, however, that, if any judgment or enter into any settlement that does not include as an unconditional term thereof the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from claimant's or additional to those available to the Indemnifying Party or if the interests plaintiff's release of the Indemnified Party reasonably may be deemed to conflict with from all liability concerning the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredaction or proceeding or which includes any non-monetary settlement.

Indemnification Procedures. Promptly after receipt by a party entitled In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to claim indemnification hereunder Section 3.1 or Section 3.2, such Person (an the “Indemnified Party”) of notice of shall promptly notify the commencement of any action, Person against whom such Indemnified Party shall, if a claim for indemnification in respect thereof is to indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought (an the “Indemnifying Party”), notify ) in writing (provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than of its obligations under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Article III, except to the extent the Indemnifying Party is actually prejudiced by such omission. In case any such action shall be brought against any Indemnified Party failure to give notice), and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in such proceeding and, unless in the reasonable opinion of outside counsel to the Indemnified Party a conflict of interest between the Indemnified Party and Indemnifying Party may exist in respect of such claim, to assume the defense thereof jointly with any other Indemnifying Party similarly notified, to the extent that it shall wishchooses, to assume and undertake the defense thereof with counsel reasonably satisfactory to such Indemnified Party, and, and after notice from the Indemnifying Party to such Indemnified Party of its election that it so to assume and undertake the defense thereofchooses, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, thereof other than reasonable costs and expenses of such counselinvestigation; provided, however, that, that (i) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and fails to assume the defense or employ counsel reasonably satisfactory to the Indemnified Party, (ii) if such Indemnified Party who is a defendant in any action or proceeding which is also brought against the Indemnifying Party reasonably shall have reasonably concluded that there may be reasonable one or more legal defenses available to it such Indemnified Party which are different from or additional to those not available to the Indemnifying Party or (iii) if representation of both parties by the interests same counsel is otherwise inappropriate under applicable standards of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partyprofessional conduct then, in any such case, the Indemnified Party shall have the right to select assume or continue its own defense as set forth above (but with no more than one separate firm of counsel and for all Indemnified Parties in each jurisdiction, except to assume such the extent any Indemnified Party or Parties reasonably shall have concluded that there may be legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related available to such participation party or parties which are not available to be reimbursed the other Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the Indemnifying Party shall be liable for any expenses therefor. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (B) does not include a statement as incurredto, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt by a party The Party entitled to make a claim for indemnification hereunder (an under this Section 12 shall be referred to as the “Indemnified Party” and the Party required to indemnify such claim shall be referred to as the “Indemnifying Party.” In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand, made by any third Person against the Indemnified Party (a “Third Party Claim”) of notice of the commencement of any action), such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), must promptly notify the Indemnifying Party in writing thereof, but of the omission so to notify the Indemnifying Third Party shall not relieve it from any liability which it may have to Claim after receipt by such Indemnified Party other than under this Section 6.3 and of written notice of the Third Party Claim; provided, however, that failure to give such notification shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. If a Third Party Claim is prejudiced by such omission. In case any such action shall be brought made against any an Indemnified Party and it shall notify the Indemnifying Party of the commencement thereofParty, the Indemnifying Party shall be entitled assume the defense thereof and the Indemnified Party shall have the right (but not the duty) to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with and to employ counsel, at its own expense, separate from the counsel satisfactory to such employed by the Indemnifying Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party, and, after notice from Party for any period during which the Indemnifying Party to such Indemnified Party of its election so to assume and undertake has not assumed the defense thereof, but the Indemnifying Party shall not be liable to such the Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such the Indemnified Party in connection with the defense thereof; if . The Parties hereto shall cooperate in the Indemnified defense or prosecution thereof of any Third Party retains its own counsel, then Claim. Such cooperation shall include the Indemnified Party shall pay all fees, costs retention and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and (upon the Indemnifying Party and Party’s reasonable request) 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 provision to the Indemnifying Party or if the interests of the Indemnified records and information which are reasonably relevant to such Third Party reasonably may be deemed to conflict with the interests of Claim at the Indemnifying Party’s expense, and making employees or any other Indemnified Party available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnified Party Party’s prior written consent, which shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to not be reimbursed by the Indemnifying Party as incurredunreasonably withheld.

Indemnification Procedures. Promptly after receipt (a) In the event that indemnification may be sought under this Article VIII (an “Indemnification Claim”) in connection with (i) any action, suit or proceeding that may be instituted or (ii) any claim that may be asserted, in any such case, by any Person not a party entitled to claim this Agreement, the Party seeking indemnification hereunder (an the “Indemnified Party”) of shall promptly cause written notice of the commencement assertion of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is Indemnification Claim to be made against a party hereto obligated delivered to indemnify such (A) the Seller, in the case of an Indemnification Claim by or on behalf of the Purchaser Indemnified Party Parties or (B) the Purchaser, in the case of an Indemnification Claim by or on behalf of the Seller Indemnified Parties (the Seller or the Purchaser, as applicable, the “Indemnifying Party”)) prior to the expiration of the applicable survival period set forth in Section 8.1; provided, notify however, that no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from of any liability which it may have to such Indemnified Party other than under this Section 6.3 indemnification obligation hereunder unless (and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and then solely to the extent that) the Indemnifying Party is prejudiced by such omissiondelay. In case The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Indemnification Claim and, if the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, it shall within thirty (30) days (or sooner, if the nature of the Indemnification Claim so requires) (the “Dispute Period”) notify the Indemnified Party of its intent to do so. If the Indemnifying Party during the Dispute Period elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the Indemnifying Party assumes the defense of any Indemnification Claim, the Indemnified Party may participate, at its own expense, in the defense of such Indemnification Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such action shall be brought against any defense with separate counsel at the expense of the Indemnifying Party if (1) so requested by the Indemnifying Party to participate or (2) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and it shall notify the Indemnifying Party that would make such separate representation advisable; provided, further, however, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any single Indemnification Claim. The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim. Notwithstanding anything in this Section 8.5(a) to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the commencement thereofother Party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment unless the claimant and such Party provide to such other Party an unqualified release from all liability in respect of the Indemnification Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and, subject to the applicable limitations of Section 8.4, pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Indemnification Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnification Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (x) the amount of the settlement offer that the Indemnified Party declined to accept; or (y) the aggregate Losses of the Indemnified Party with respect to such Indemnification Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Indemnification Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Indemnification Claim) if (x) the Indemnification Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages or (y) in the event the Indemnification Claim were to be unfavorably decided, the Indemnified Party would be reasonably likely to be liable for Losses in excess of the amounts (other than by immaterial amounts) reasonably expected to be received from the Indemnifying Party. If such equitable relief or other relief portion of the Indemnification Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related portion relating to such participation to be reimbursed by the Indemnifying Party as incurredmoney damages.

Indemnification Procedures. Promptly after (a) Any Person seeking indemnification under Section 9.2 or 9.3 hereof will give the party from whom such indemnification is sought (the "Indemnifying Party") prompt (which shall not be later than ten business days following receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of written notice of the commencement such third party claim) notice of any third party claim, investigation, action, suit or proceeding with respect to which such Indemnified Party shallindemnification is sought; provided, if a claim for indemnification in respect thereof is however, that failure to be made against a party hereto obligated to indemnify give such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party notification shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and affect the indemnification provided hereunder except to the extent the Indemnifying Party is shall have been actually and materially prejudiced by as a result of such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, failure (except that the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by during the period in which such notifying Person (the "Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of Party") failed to give such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partynotice). Thereafter, the Indemnified Party shall have deliver to the right Indemnifying Party, within five business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to select one separate counsel the third party claim. In the case of any such third party claim, the Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party to exercise full control of the defense, compromise or settlement of any third party claim, investigation, action, suit or proceeding unless the Indemnifying Party within a reasonable time after the giving of such notice by the Indemnified Party shall: (i) deliver a written confirmation to such Indemnified Party that the indemnification provisions of Section 9.1 or 9.2 (as the case may be) are applicable to such claim, investigation, action, suit or proceeding and that the Indemnifying Party will indemnify such Indemnified Party in respect of such claim, action or proceeding pursuant to the terms of Section 9.1 or 9.2 (as the case may be), (ii) notify such Indemnified Party in writing of the Indemnifying Party's intention to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to such legal defenses and otherwise Indemnified Party to participate in conduct the defense of such claim, investigation, action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredsuit or proceeding.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the -------------------------- commencement of any actionaction by a party seeking to be indemnified under this Section 17 (the "Indemnified Party"), such the Indemnified Party shallwill, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party against whom indemnification is sought under this Section 17 (an “the "Indemnifying Party”"), notify the Indemnifying Party in writing of the commencement thereof; provided, but however, that the omission so to notify the Indemnifying Party shall will not relieve it the Indemnifying Party from any liability which it may have to such any Indemnified Party other otherwise than under the provisions of this Section 6.3 Agreement, and shall only will relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Agreement only to the extent that such omission results in the Indemnifying Party is prejudiced forfeiture by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the commencement thereofIndemnified Party of the existence of such action, the Indemnifying Party shall will be entitled to participate in any such action and, to the extent that it shall will wish, participate jointly with any other Indemnifying Party similarly notified, to assume and undertake the defense thereof thereof, with counsel satisfactory to such Indemnified Partyof its choice (unless any conflict of interest requires the appointment of separate counsel), and, and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereofof the action, the Indemnifying Party shall will not be liable to such Indemnified Party under this Section 6.3 Agreement for any legal expenses expense of the other counsel subsequently incurred without the Indemnifying Party's consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the defense thereof; if Agreement, or the Indemnified Party retains its own counseltransactions contemplated under this Agreement, then the Indemnified Party shall pay all fees, costs and expenses such proceeding will be finally determined by a court of such counsel; provided, however, that, if the defendants competent jurisdiction in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests favor of the Indemnifying Party, the Indemnified Party shall have the right will be liable to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredfor any reasonable attorney's fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly Reasonably promptly, and in each instance within thirty (30) days after receipt by a party entitled to claim indemnification hereunder Participant Indemnitee or a Company Indemnitee (collectively, “Indemnitees” and, individually, an “Indemnified PartyIndemnitee”) of notice of the commencement of any actionaction or commencement of a claim which may result in indemnity pursuant to Section 7(a) or (b), such Indemnified Party shallIndemnitee will, if a claim for indemnification in respect thereof is to be made against a the indemnifying party hereto obligated to indemnify such Indemnified Party under Section 7(a) or (an “Indemnifying Party”b), notify the Indemnifying Party indemnifying party in writing of the commencement thereof, but any failure or delay in notifying the omission so to notify the Indemnifying Party shall indemnifying party will not relieve it the indemnifying party from any liability which it may have to any Indemnitee hereunder unless the indemnifying party is materially prejudiced by such Indemnified Party other than delay, in which case such failure shall relieve such indemnifying party of any liability to the indemnified parties under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and 7 to the extent that such failure materially prejudices the Indemnifying Party is prejudiced by indemnifying party’s ability to defend such omissionactions. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party The indemnifying party shall be entitled to participate in in, and, to the extent that it shall may wish, jointly with any other indemnifying party similarly notified, to assume and undertake the defense thereof thereof, with counsel reasonably satisfactory to such Indemnified Party, andIndemnitee, after notice from the Indemnifying Party indemnifying party to such Indemnified Party Indemnitee of its election so to assume and undertake the defense thereof. Following any such assumption of the defense, the Indemnifying Party indemnifying party shall not be liable to such Indemnified Party under this Section 6.3 Indemnitee for any legal or other expenses subsequently incurred by such Indemnified Party Indemnitee in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party . The Indemnitee shall have the right to select employ one separate counsel per jurisdiction to represent such Indemnitee in any such action and to assume such legal defenses and otherwise to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless, in the reasonable judgment of such Indemnitee, it is advisable for such party to be represented by separate counsel because, in the reasonable discretion of separate counsel, separate defenses are available, or because a conflict of interest exists between such Indemnitee and indemnifying party in respect of such claim, or because the indemnifying party shall have failed promptly to assume the defense of such action and to reasonably defend such action, with and in any such limited event the reasonable fees and expenses and fees of such separate counsel shall be paid by the indemnifying party. Notwithstanding the foregoing, if the Company is an Indemnitee, the Company shall designate the one counsel, and in all other expenses related circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnitees. No indemnifying party may settle or compromise, or consent to the entry of any judgment with respect to, any claim without the prior written consent of the Indemnitee (not unreasonably withheld, delayed or conditioned), unless such participation settlement, compromise or judgment includes a full and unconditional release of such Indemnitee from any and all liability in respect of such claim and involves solely the payment of monetary damages. No Indemnitee may settle or compromise, or consent to the entry of any judgment with respect to, any claim without the prior written consent of the indemnifying party, not to be reimbursed by the Indemnifying Party as incurredunreasonably withheld, conditioned or delayed.

Indemnification Procedures. (a) Promptly after the receipt by any Indemnified Party of a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any actionThird Party Claim that an Indemnified Party seeks to be indemnified under this Agreement, such Indemnified Party shallshall give written notice of such Third Party Claim to the Indemnifying Party, if a claim stating in reasonable detail the nature and basis of each allegation made in the Third Party Claim and the amount of potential Indemnified Losses with respect to each allegation, to the extent known, along with copies of the relevant documents received by the Indemnified Party evidencing the Third Party Claim and the basis for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such sought. Failure of the Indemnified Party (an “Indemnifying Party”), notify to give such notice shall not relieve the Indemnifying Party in writing thereoffrom liability on account of this indemnification, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 except if and only to the extent that the Indemnifying Party is actually prejudiced by such omissionfailure or delay. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereofThereafter, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available deliver to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall have the right to select one assume the defense of the Indemnified Party with respect to such Third Party Claim upon written notice to the Indemnified Party delivered within [***] ([***]) days after receipt of the particular notice from the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim in accordance herewith and notified the Indemnified Party in writing thereof, (i) the Indemnified Party may retain separate co-counsel at its sole cost and to assume such legal defenses expense and otherwise to participate in the defense of such actionthe Third Party Claim, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by it being understood that the Indemnifying Party shall pay all reasonable costs and expenses of counsel for the Indemnified Party after such time as incurredthe Indemnified Party has notified the Indemnifying Party of such Third Party Claim and prior to such time as the Indemnifying Party has notified the Indemnified Party that it has assumed the defense of such Third Party Claim, (ii) the Indemnified Party shall not file any papers or, other than in connection with a settlement of the Third Party Claim, consent to the entry of any judgment without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim (other than a judgment or settlement that is solely for money damages and is accompanied by a release of all indemnifiable claims against the Indemnified Party) without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). Whether or not the Indemnifying Party shall have assumed the defense of the Indemnified Party for a Third Party Claim, such Indemnifying Party shall not be obligated to indemnify and hold harmless the Indemnified Party hereunder for any consent to the entry of judgment or settlement entered into with respect to such Third Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification Procedures. Promptly after receipt by a party entitled In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to claim indemnification hereunder either Section 6(a) or 6(b), such person (an the “Indemnified Party”) of notice of shall promptly notify the commencement of any action, person from whom such Indemnified Party shall, if a claim for indemnification in respect thereof is to indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought (an the “Indemnifying Party”), ) in writing (provided that failure to so notify the an indemnifying party shall not relieve such Indemnifying Party from any liability under Section 6(a) or 6(b) to the extent it is not materially prejudiced as a result thereof and in writing thereof, but the omission so to notify the Indemnifying Party any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement) and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to such the Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such represent the Indemnified Party under this Section 6.3 if and to the extent any others the Indemnifying Party is prejudiced by may designate in such omissionproceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In case any such action shall be brought against proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and it shall notify the Indemnifying Party expenses of the commencement thereof, the Indemnifying Party such counsel shall be entitled to participate in and, to at the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to expense of such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and unless (i) the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may mutually agreed in writing to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be reasonable inappropriate due to actual or potential differing interests between them or different legal defenses available to it which are different from or additional to those available to them. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representative, in the case of parties indemnified pursuant to Section 6(a) above, and by the Company, in the case of parties indemnified pursuant to Section 6(b) above. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the interests of plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party reasonably may be deemed to conflict with from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the interests of the Indemnifying Partyforegoing sentence, the if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the right to select one separate Indemnified Party for fees and expenses of counsel as contemplated by the first and to assume such legal defenses and otherwise to participate in the defense second sentences of such actionthis paragraph, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. 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 on claims that are the subject matter of such proceeding and does not include any statement as incurredto or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

Indemnification Procedures. Promptly after receipt by a party entitled Each Indemnitee (as defined under Section 10(a)) shall (i) give prompt written notice to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in writing thereofof any claim with respect to which it seeks indemnification or contribution pursuant to this Agreement (provided, but however, that the omission so failure of the Indemnitee to notify promptly deliver such notice shall not relieve the Indemnifying Party shall not relieve it from of any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and liability, except to the extent that the Indemnifying Party is prejudiced by in its ability to defend such omission. In case any claim) and (ii) permit such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereofParty, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wishas applicable, to assume and undertake the defense thereof of such claim with counsel selected by such Indemnifying Party and reasonably satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counselIndemnitee; provided, however, that, if the defendants in that any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available Indemnitee entitled to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party indemnification hereunder shall have the right to select one employ separate counsel and to assume such legal defenses and otherwise to participate in the defense of such actionclaim, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (A) the Indemnifying Party has agreed in writing to pay such fees and expenses, (B) the Indemnifying Party shall have failed to assume the defense of such claim within five (5) days of delivery of the written notice of the Indemnitee with respect to such claim or failed to employ counsel selected by such Indemnifying Party and reasonably satisfactory to the Indemnitee, or (C) in the reasonable expenses judgment of the Indemnitee, based upon advice of its counsel, a conflict of interest may exist between the Indemnitee and fees the Indemnifying Party with respect to such claims (in which case, if the Indemnitee notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such separate counsel claim on behalf of the Indemnitee). If the Indemnifying Party assumes the defense of the claim, it shall not be subject to any liability for any settlement or compromise made by the Indemnitee without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). In connection with any settlement negotiated by an Indemnifying Party, no Indemnifying Party shall, and other expenses related no Indemnitee shall be required by an Indemnifying Party to, (I) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee of a release from all liability in respect to such participation claim or litigation, (II) enter into any settlement that attributes by its terms any liability to the Indemnitee, or (III) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. In addition, without the consent of the Indemnitee, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement which provides for any action on the part of the Indemnitee other than the payment of money damages which are to be reimbursed paid in full by the Indemnifying Party. If an Indemnifying Party fails or elects not to assume the defense of a claim pursuant to clause (B) above, or is not entitled to assume or continue the defense of such claim pursuant to clause (C) above, the Indemnifying Party shall have the right without prejudice to its right of indemnification hereunder to, in its discretion exercised in good faith and upon advice of counsel, to contest, defend and litigate such claim and may settle such claim, either before or after the initiation of litigation, at such time and upon such terms as incurredthe Indemnitee deems fair and reasonable, provided that, at least five (5) days prior to any settlement, written notice of its intention to settle is given to the Indemnifying Party. If requested by the Indemnifying Party, the Indemnitee agrees (at no expense to the Indemnitee) to reasonably cooperate with the Indemnifying Party and its counsel in contesting any claim that the Indemnifying Party elects to contest.

Indemnification Procedures. Promptly after receipt by a party entitled In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to claim indemnification hereunder Section 3.01 or 3.02, such Person (an the “Indemnified Party”) of notice of shall promptly notify the commencement of any action, Person against whom such Indemnified Party shall, if a claim for indemnification in respect thereof is to indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought (an the “Indemnifying Party”), notify ) in writing (provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than of its obligations under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Article III, except to the extent the Indemnifying Party is actually prejudiced by such omission. In case any such action shall be brought against any Indemnified Party failure to give notice), and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in such proceeding and, unless in the reasonable opinion of outside counsel to the Indemnified Party a conflict of interest between the Indemnified Party and Indemnifying Party may exist in respect of such claim, to assume the defense thereof jointly with any other Indemnifying Party similarly notified, to the extent that it shall wishchooses, to assume and undertake the defense thereof with counsel reasonably satisfactory to such Indemnified Party, and, and after notice from the Indemnifying Party to such Indemnified Party of its election that it so to assume and undertake the defense thereofchooses, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, thereof other than reasonable costs and expenses of such counselinvestigation; provided, however, that, that (a) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and fails to assume the defense or employ counsel reasonably satisfactory to the Indemnified Party, (b) if such Indemnified Party who is a defendant in any action or proceeding which is also brought against the Indemnifying Party reasonably shall have reasonably concluded that there may be reasonable one or more legal defenses available to it such Indemnified Party which are different from or additional to those not available to the Indemnifying Party or (c) if representation of both parties by the interests same counsel is otherwise inappropriate under applicable standards of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partyprofessional conduct then, in any such case, the Indemnified Party shall have the right to select assume or continue its own defense as set forth above (but with no more than one separate firm of counsel and for all Indemnified Parties in each jurisdiction, except to assume such the extent any Indemnified Party or Indemnified Parties reasonably shall have concluded that there may be legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related available to such participation party or parties which are not available to be reimbursed the other Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the Indemnifying Party shall be liable for any expenses therefor. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as incurredto, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt by a party (a) Each Person entitled to claim indemnification hereunder under this Article 6 (an the “Indemnified Party”) of shall give written notice of to the commencement of any action, such Indemnified Party shall, if a claim for Person required to provide indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an the “Indemnifying Party”)) promptly after such Indemnified Party receives written notice of any claim, notify event or matter as to which indemnity may be sought; provided that the failure of the Indemnified Party to give notice as provided in this Section 6.3(a) shall not relieve any Indemnifying Party of its obligations under ARTICLE 6, except to the extent that such failure materially prejudices the rights of any such Indemnifying Party. If the Indemnified Party makes a claim on account of a Loss which may be covered by third party indemnification or insurance, the Indemnified Party shall undertake diligent and good faith efforts to pursue recovery available under such third party indemnification or insurance policy and shall keep the Indemnifying Party in writing thereofreasonably informed of such efforts, but shall not be required to make any claim or exhaust any remedies under any third party indemnification or insurance policy as a condition to making a claim under this Agreement. The Indemnifying Party shall have the omission so right, at its sole option and expense, to notify be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party; and, if the Indemnifying Party agrees (without conceding responsibility for indemnification hereunder) that the subject matter of such claim is within the scope of the indemnification provisions under the terms of this Agreement (an “Indemnification Claim”), the Indemnifying Party shall not relieve it from any liability which it may have the right to defend against, negotiate, settle or otherwise deal with such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent Indemnification Claim. If the Indemnifying Party is prejudiced by such omission. In case elects to defend against, negotiate, settle or otherwise deal with any such action Indemnification Claim, it shall be brought against any within thirty (30) days (or sooner, if the nature of the Indemnification Claim so requires) notify the Indemnified Party and it shall notify of its intent to do so. If the Indemnifying Party of elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, then the commencement thereofIndemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the Indemnifying Party shall assume the defense of any Indemnification Claim, then the Indemnified Party may participate, at his or its own expense, in the defense of such Indemnification Claim; provided that such Indemnified Party shall be entitled to participate in and, to any such defense with separate counsel at the extent it shall wish, to assume and undertake expense of the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from Indemnifying Party if (A) so requested by the Indemnifying Party to such Indemnified Party participate or (B) in the written opinion of its election so counsel to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both a conflict exists between the Indemnified Party and the Indemnifying Party and that 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 the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense assumption of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed defense by the Indemnifying Party as incurredwould be inappropriate; provided further that the Indemnifying Party shall not be required to pay for more than one (1) such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Indemnification Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim.

Indemnification Procedures. Promptly after receipt by a party entitled Each person to claim indemnification hereunder be indemnified pursuant to this Article 4 (an “the "Indemnified Party”") will, promptly after its receipt of written notice of the commencement of any action, action against such Indemnified Party shall, if a claim for indemnification in respect thereof is to of which indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought from an indemnifying person under this Article 4 (an “the "Indemnifying Party”), ") notify the Indemnifying Party in writing of the commencement thereof, but provided, however, that the omission so failure of any person to notify give notice as provided herein shall not relieve the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than of its obligations under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Agreement except to the extent the that such Indemnifying Party is actually materially and adversely prejudiced by such omissionfailure to give notice. In case If any such action shall be brought against any Indemnified Party and it shall notify the an Indemnifying Party of the commencement thereof, the Indemnifying Party shall will be entitled to participate in therein and, to the extent it shall wishmay desire, jointly with any other Indemnifying Party similarly notified, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall will not be liable to such Indemnified Party under this Section 6.3 Article 4 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, thereof other than reasonable costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and investigation unless (a) the Indemnified Party shall have reasonably concluded employed counsel in an action in which the Indemnified Party and Indemnifying Party are both defendants and there is a conflict of interest between such parties that there may be reasonable defenses available to it which are different would prevent counsel from or additional to those available to adequately representing both parties, (b) the Indemnifying Party or if shall not have employed counsel satisfactory within the interests exercise of reasonable judgment of the Indemnified Party reasonably may be deemed to conflict with represent the interests Indemnified Party within a reasonable time after the notice of the commencement of the action, or (c) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party, the Indemnified Party . The undertaking contained in this Section 4.3 shall have the right be in addition to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by any liabilities which the Indemnifying Party as incurredmay have pursuant to law.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (a) In the event an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party shall, if becomes aware of a claim for indemnification in respect thereof is to be made Claim against a party hereto obligated to indemnify such or incurred by it that the Indemnified Party (an “Indemnifying Party”)reasonably believes is covered by the provisions of this Article XVII, notify written notice shall be given promptly by the Indemnified Party to the Indemnifying Party in writing thereof, but the omission so to notify containing detail reasonably sufficient for the Indemnifying Party shall not relieve it from any liability which it may have to such identify the nature and basis of the Claim. Provided that the Indemnifying Party admits in writing to the Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to within thirty (30) days after receipt of such Indemnified Party under this Section 6.3 if and to notice (the extent “Indemnity Acceptance Date”) that the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any responsible for indemnifying the Indemnified Party and it shall notify for such Claim in accordance with the Indemnifying Party provisions of the commencement thereofthis Article XVII, the Indemnifying Party shall be entitled have the right to participate in andcontest and defend by all appropriate legal proceedings such Claim and to control the contest and defense and all settlements of such Claim (provided, to however, that the extent it shall wishIndemnifying Party will not, to assume and undertake without the defense thereof with counsel satisfactory to such prior written consent of the Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for enter into any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if settlement that would restrict or impose future conditions on the Indemnified Party retains or its own counsel, then operations or would create an obligation or liability (other than for the payment of money) on the Indemnified Party’s part) and to select lead counsel reasonably satisfactory to the Indemnified Party shall pay to defend any and all fees, costs such Claims at the sole cost and expenses expense of such counselthe Indemnifying Party; provided, however, that, if that the defendants Indemnifying Party must conduct the defense of the claim actively and diligently thereafter in order to preserve its rights in this regard. The Indemnified Party may select counsel to participate with the Indemnifying Party’s counsel in any such action include both defense, in which event the Indemnified Party’s counsel shall be its own cost and expense; provided, however, that if the Indemnified Party shall have been advised in good faith in writing by its counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the Indemnifying Party, or that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Claim, the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party and the Indemnified Party and the Indemnifying Party and shall share control of the defense, compromise and/or settlement of such Claim. Further, if the Indemnifying Party does not admit in writing to the Indemnified Party shall have reasonably concluded on or prior to the Indemnity Acceptance Date 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 is responsible for indemnifying the Indemnified Party reasonably may be deemed to conflict for such Claim in accordance with the interests provisions of this Article XVII, the Indemnified Party may assume the investigation and defense of such Claim, including employing legal counsel of its choice, at the Indemnifying Party’s expense; provided, however, that the Indemnified Party will not, without the prior written consent of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by enter into any settlement that would restrict or impose future conditions on the Indemnifying Party as incurredor its operations or would create any obligation or liability (other than for the payment of money) on the Indemnifying Party’s part. In connection with any such Claim, or the defense or contesting thereof, the Parties shall reasonably cooperate with each other and their respective legal counsel and provide access to relevant books and records in their possession.

Indemnification Procedures. Promptly after receipt by a party entitled to claim (a) Any Party seeking indemnification hereunder (an the “Indemnified Party”) of notice of shall promptly notify the commencement of any action, such Indemnified other Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an the “Indemnifying Party”, which term shall include all Indemnifying Parties if there be more than one) of any claim for indemnification hereunder (a “Claim”), notify provided that failure of the Indemnifying Indemnified Party in writing thereof, but the omission so to notify the Indemnifying Party give such notice shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of its obligations under this Article XI except to the commencement thereofextent, if at all, that such Indemnifying Party shall have been prejudiced thereby. After an Indemnified Party has delivered a Claim requesting payment from an Indemnifying Party for any Losses, the Indemnifying Party shall, within thirty (30) days of receipt of such Claim, (i) pay to the Indemnified Party, in immediately available funds, the amount of Losses, or (ii) deliver to the Indemnified Party written notice (a “Dispute Notice”) advising the Indemnifying Party that it disputes the Claim. If, within thirty (30) days of receipt of a Claim, the Indemnifying Party fails to pay said amount to the Indemnified Party or deliver to the Indemnified Party a Dispute Notice the Indemnifying Party shall be entitled deemed to participate in and, have accepted and agreed to such Claim (a “Deemed Acceptance”) and the Indemnified Party may exercise any and all legal or equitable remedies available to the extent it shall wish, to assume and undertake the defense thereof Indemnified Party under this Agreement or otherwise with counsel satisfactory respect to such Indemnified PartyLosses. If, and, after notice from the Indemnifying Party to within such Indemnified Party 30-day period following receipt of its election so to assume and undertake the defense thereofa Claim, the Indemnifying Party shall not be liable delivers a Dispute Notice with respect to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counselParty’s Claim, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there agree that, prior to commencing any litigation or other proceedings against the other concerning such Claim, they will negotiate in good faith to resolve any dispute with respect to such Claim and to provide each other with all relevant information relating to such dispute. If the Indemnifying Party and the Indemnified Party are unable to resolve any such dispute within thirty (30) days of the delivery of a Dispute Notice (or such longer period as the Parties may be reasonable defenses available to it which are different from or additional to those available to agree upon), the Indemnifying Party or if the interests of the Indemnified Party reasonably may thereafter commence litigation or other proceedings to resolve such dispute. The successful Party in any such proceeding shall be deemed entitled to conflict with reimbursement from the interests non-successful Party for any and all of the Indemnifying successful Party’s costs and expenses including, without limitation, reasonable attorneys’ fees, incurred in connection with such proceeding. Notwithstanding anything herein to the contrary, if any Claim relates to a Third Party Claim, the Indemnified Party procedures of Section 11.4(b), Section 11.4(c) and Section 11.4(d) shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related apply to such participation to be reimbursed by the Indemnifying Third Party as incurredClaim.

Indemnification Procedures. Promptly after receipt by a party entitled to claim (i) In the event that (A) an Assignee Indemnified Party or Assignor Indemnified Party seeking indemnification hereunder (an the “Indemnified Party”) of notice becomes aware of the commencement existence of any actionClaim with respect to which payment may be sought under this Section 6 or Section 5 (an “Indemnification Claim”) or (B) any legal proceedings shall be instituted, such or any Claim shall be asserted, by any Person not party to this Agreement with respect to an Indemnification Claim (a “Third Party Claim”), the Indemnified Party shall, if shall promptly cause written notice thereof (a claim for indemnification in respect thereof is “Claim Notice”) to be made against a delivered to the party hereto obligated to indemnify such Indemnified Party from whom indemnification is sought (an the “Indemnifying Party”); provided that, notify so long as such notice is given within the applicable time period described in Section 6(b)(i)(A) or (i)(B), no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from of any liability which it may have to such Indemnified Party other than under this Section 6.3 indemnification obligation hereunder unless (and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and then solely to the extent that) the Indemnifying Party is materially prejudiced by such omissiondelay. In case any such action Each Claim Notice shall be brought against any Indemnified Party in writing and it (x) shall notify specify the Indemnifying Party of asserted factual basis for indemnification claimed by the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and(y) if such Claim Notice is being given with respect to a Third Party Claim, after notice from the Indemnifying shall describe in reasonable detail such Third Party to such Indemnified Party Claim and shall be accompanied by copies of its election so to assume all relevant pleadings, demands and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both other papers served on the Indemnified Party and (z) shall specify the Indemnifying Party and 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 amount of (or if not finally determined, a good faith estimate of) the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying PartyLosses being incurred by, or imposed upon, the Indemnified Party shall have on account of the right to select one separate counsel and to assume such legal defenses and otherwise to participate in basis for the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredclaim for indemnification.

Indemnification Procedures. Promptly after receipt by a Each party entitled to claim indemnification hereunder under this Section 1.6 (an the “Indemnified Party”) of will give notice of to the commencement of any action, such Indemnified Party shall, if a claim for party required to provide indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an the “Indemnifying Party”)) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, notify and will permit the Indemnifying Party in writing thereofto assume the defense of any litigation resulting therefrom, but the omission so to notify provided that counsel for the Indemnifying Party shall not relieve it from any liability which it may have to Party, who will conduct the defense of such claim or litigation, will be approved by the Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission(whose approval will not unreasonably be withheld). In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after After notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall will not be liable to such Indemnified Party under this Section 6.3 1.6 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if , subject to the following sentence. The Indemnified Party retains will have the right to employ its own counselcounsel in any such action, then but the fees and expenses of such counsel will be at the expense of such Indemnified Party unless: (i) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party; (ii) the Indemnified Party shall pay all fees, costs and expenses have been advised by its counsel that representation of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party by TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential conflicts of interest between them in the conduct of the defense of such action (in which case the Indemnifying Party will not have the right to direct the defense of such action on behalf of the Indemnified Party); or (iii) the Indemnifying Party will not in fact have employed counsel to assume the defense of such action, within a reasonable time, and in any of the cases set forth in (i), (ii) or (iii) above, such fees and expenses shall be paid by the Indemnifying Party. The failure to notify an Indemnifying Party within a reasonable time of the commencement of any such action, only if prejudicial to its ability to defend such action, will relieve such Indemnifying Party of any liability to the Indemnified Party shall under this Section 1.6. The Indemnifying Party will not be liable, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, for the reasonable fees and expenses of more than one separate firm of attorneys for such Indemnified Party or controlling person, which firm will be designated in writing by the Indemnified Party to the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, will, except with the consent of an Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. If any such Indemnified Party will have reasonably concluded been advised by counsel chosen by it that there may be reasonable one or more legal defenses available to it which such Indemnified Party that are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of and that have not been asserted by the Indemnifying Party, then the Indemnified Indemnifying Party shall will not have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in continue the defense of such action, with action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the reasonable fees and expenses and fees of any counsel retained by the Indemnified Party. The indemnity agreements contained in this Section 1.6 will not apply to amounts paid in settlement of any loss, claim, damage, liability, or action if such separate counsel and other expenses related to such participation to be reimbursed by settlement is effected without the consent of the Indemnifying Party (which consent will not be unreasonably withheld) as incurredto any action the defense of which has been assumed by such Indemnifying Party.

Indemnification Procedures. Promptly after receipt by (a) In the event that (i) a party entitled to claim Purchaser Indemnified Party or Seller Indemnified Party seeking indemnification hereunder (an the “Indemnified Party”) of notice becomes aware of the commencement existence of any actionClaim in respect of which payment may be sought under this Article X or Article IX (an “Indemnification Claim”), such or (ii) any legal proceedings shall be instituted, or any Claim shall be asserted, by any Person not party to this Agreement in respect of an Indemnification Claim (a “Third Party Claim”), the Indemnified Party shall, if shall promptly cause written notice thereof (a claim for indemnification in respect thereof is “Claim Notice”) to be made against a delivered to the party hereto obligated to indemnify such Indemnified Party from whom indemnification is sought (an the “Indemnifying Party”); provided that, notify so long as such notice is given within the applicable time period described in Section 10.2(a)(i) or (a)(ii), no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from of any liability which it may have to such Indemnified Party other than under this Section 6.3 indemnification obligation hereunder unless (and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and then solely to the extent that) the Indemnifying Party is materially prejudiced by such omissiondelay. In case any such action Each Claim Notice shall be brought against any Indemnified Party in writing and it (A) shall notify specify the Indemnifying Party of asserted factual basis for indemnification claimed by the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and(B) if such Claim Notice is being given with respect to a Third Party Claim, after notice from the Indemnifying shall describe in reasonable detail such Third Party to such Indemnified Party Claim and shall be accompanied by copies of its election so to assume all relevant pleadings, demands and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of other papers served on the Indemnifying Party, and (C) shall specify the amount of (or if not finally determined, a good faith estimate of) the Losses being incurred by, or imposed upon, the Indemnified Party shall have on account of the right to select one separate counsel and to assume such legal defenses and otherwise to participate in basis for the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredclaim for indemnification.

Indemnification Procedures. Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any actionaction by a party seeking to be indemnified under this Section 17 (the “Indemnified Party”), such the Indemnified Party shallwill, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party against whom indemnification is sought under this Section 17 (an the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof; provided, but however, that the omission so to notify the Indemnifying Party shall will not relieve it the Indemnifying Party from any liability which it may have to such any Indemnified Party other otherwise than under the provisions of this Section 6.3 Agreement, and shall only will relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Agreement only to the extent that such omission results in the Indemnifying Party is prejudiced forfeiture by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of rights or defenses with respect to such action. In any action or proceeding, following provision of proper notice by the commencement thereofIndemnified Party of the existence of such action, the Indemnifying Party shall will be entitled to participate in any such action and, to the extent that it shall will wish, participate jointly with any other Indemnifying Party similarly notified, to assume and undertake the defense thereof thereof, with counsel satisfactory to such Indemnified Partyof its choice (unless any conflict of interest requires the appointment of separate counsel), and, and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereofof the action, the Indemnifying Party shall will not be liable to such Indemnified Party under this Section 6.3 Agreement for any legal expenses expense of the other counsel subsequently incurred without the Indemnifying Party’s consent. The Indemnified Party will cooperate in the defense or settlement of claims so assumed. The Indemnifying Party will not be liable under this Agreement for the settlement by the Indemnified Party for any claim or demand unless the Indemnifying Party has previously approved the settlement in writing or it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof In the event that any proceeding involving the Indemnifying Party will be commenced by the Indemnified Party in connection with the defense thereof; if Agreement, or the Indemnified Party retains its own counseltransactions contemplated under this Agreement, then the Indemnified Party shall pay all fees, costs and expenses such proceeding will be finally determined by a court of such counsel; provided, however, that, if the defendants competent jurisdiction in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests favor of the Indemnifying Party, the Indemnified Party shall have the right will be liable to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredfor any reasonable attorney’s fees and direct costs relating to such proceedings. The indemnifications provided in this Section 17 will survive the termination of this Agreement.

Indemnification Procedures. Promptly after receipt by a (a) A party entitled to claim indemnification hereunder pursuant to this Agreement (an “"Indemnified Party”") shall, with respect to any claim made against such Indemnified Party for which indemnification is available, notify the other party (the "Indemnifying Party") in writing of the nature of the claim as soon as practicable but not more than ten days after the Indemnified Party receives notice of the assertion of the claim. (The failure by an Indemnified Party to give notice as provided above, shall not relieve the Indemnifying Party of its obligations under this Section 11.3, except to the extent that the failure ------------ results in the failure of actual notice and the Indemnifying Party is damaged as a result of the failure to give notice.) Upon receipt of notice of the commencement assertion of any actiona claim, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in writing thereofmay, but at its option, assume the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party defense of the commencement thereofclaim, and if so, the Indemnifying Party shall be entitled to participate in and, employ counsel reasonably acceptable to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from . If the Indemnifying Party to such Indemnified Party of its election so to assume and undertake assumes the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partydefense, the Indemnified Party shall have the right to select one employ separate counsel and to participate in (but not control) any such action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (a) the employment of counsel by the Indemnified Party has been authorized by the Indemnifying Party, or (b) the Indemnified Party has been advised by its counsel in writing that there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of the action (in which case the Indemnifying Party shall not have the right to direct the defense of the action on behalf of the Indemnified Party), in each of which cases the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. If the Indemnifying Party does not assume the defense, the Indemnified Party shall have the right to employ counsel and to control any such legal defenses action, and otherwise the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. An Indemnifying Party shall not be liable for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld), nor shall an Indemnifying Party settle any such action without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld). No Indemnifying Party will consent to participate 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 the Indemnified Party a release from all liability with respect to the claim. Each of the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim for which indemnification is available and shall furnish such actionrecords, with the reasonable expenses information, testimony and fees of attend such separate counsel conferences, discovery proceedings, hearings, trials and other expenses related to such participation to appeals as may reasonably be reimbursed by the Indemnifying Party as incurredrequested.

Indemnification Procedures. Promptly after receipt With respect to third-party claims and all other claims under this Article XII, all claims for indemnification by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party shallhereunder shall be asserted and resolved as set forth in this Section 12.4. In the event that any written claim or demand for which either Purchaser or Sellers, if a claim for indemnification in respect thereof is to as the case may be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), would be liable to any indemnified party hereunder (“Indemnified Party”) is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than 30 days following such Indemnified Party’s receipt of such claim or demand, notify the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the “Loss Notice”); provided, however, that the Indemnified Party’s failure to provide such notice within 30 days shall not preclude the Indemnified Party from being indemnified for such claim or demand, except to the extent that the failure to give timely notice results in writing thereofthe final forfeiture of substantive defenses by the Indemnifying Party. Unless the matter relating to the Loss Notice requires sooner action, but the omission so to notify the Indemnifying Party shall have 30 days from the personal delivery or mailing of the Loss Notice (the “Notice Period”) to notify the Indemnified Party in writing (a) whether the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand, and (b) whether it will defend the Indemnified Party against such claim or demand. All fees, costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party; provided, however, that the amount of such fees, costs and expenses that shall be a liability of the Indemnifying Party, when aggregated with all Indemnified Loss paid by the Indemnifying Party, shall not relieve exceed the Cap. Except as hereinafter provided, in the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it from will defend the Indemnified Party against such claim or demand, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings, and with competent, experienced and qualified legal counsel approved by the Indemnified Party, which consent shall not be unreasonably withheld. If any Indemnified Party desires to participate in any such defense, it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim or demand without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis that would result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any affiliate thereof. If (i) the Indemnifying Party elects to settle any claim or demand, (ii) the terms of such proposed settlement are accepted by all interested third parties, (iii) the proposed settlement would neither result in any liability which it may have to or obligation of the Indemnified Party, or risk thereof, nor the imposition of any consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any affiliate thereof and (iv) the Indemnified Party refuses to consent to such compromise or settlement, then the liability of the Indemnifying Party to the Indemnified Party other than under this Section 6.3 for such matter shall be limited to the amount offered by the Indemnifying Party in compromise or settlement. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and shall only relieve it from any liability which it may have the reasonable costs and expenses including without limitation reasonable attorneys’ fees pertaining to such defense), shall be the liability of the Indemnifying Party hereunder; provided, however, that the amount of such costs and expenses, when aggregated with all Indemnified Party under this Section 6.3 if and to Loss paid by the Indemnifying Party, shall not exceed the Cap. To the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereofdirect, the Indemnifying Party shall be entitled to control or participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Partyor settlement of any third-party claim or demand, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and will give the Indemnifying Party and its counsel, without charge, access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall have reasonably concluded that there may be use its commercially reasonable defenses available efforts to it which are different from assist and cooperate in the defense of all such claims or additional to those available to demands. Notwithstanding the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partyforegoing, the Indemnified Party shall have the right to select one employ separate counsel at the Indemnifying Party’s expense and solely to assume such legal defenses and otherwise to participate in the control its own defense of such action, with asserted liability if in the reasonable expenses and fees written opinion of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnified Party, a conflict or potential conflict exists between the Indemnifying Party as incurredand the Indemnified Party that would make such separate representation necessary under the applicable canons of ethics; provided, however, that the Indemnified Party shall not settle or compromise any claim or demand without the consent of the Indemnifying Party, such consent not to be unreasonably withheld.

Indemnification Procedures. In the event either party is entitled to indemnification (an “Indemnitee”) from the other party (the “Indemnifying Party”) pursuant to the terms of Section 18, with respect to which such Indemnitee intends to seek indemnification thereunder, the Indemnitee and Indemnifying Party shall follow the procedures set forth in this Section 18.4. Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) Indemnitee of notice of the commencement or threatened commencement of any action, claim with respect to which such Indemnified Party shall, if a claim for indemnification in respect thereof is Indemnitee may be entitled to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify receive payment from the Indemnifying Party in writing thereoffor any Losses, but or to which the omission so Indemnitee believes it is entitled to notify indemnification hereunder, the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it Indemnitee shall notify the Indemnifying Party of such claim in writing. No delay or failure to so notify the commencement thereofIndemnifying Party shall relieve it of its obligations under this Agreement except to the extent that the Indemnifying Party has been materially harmed by such delay or failure. Within 15 days following receipt of written notice from Indemnitee relating to any claim, but no later than five days before the date on which any response to a complaint or summons is due, the Indemnifying Party shall notify Indemnitee in writing whether the Indemnifying Party elects to assume control of the defense and settlement of that claim (a “Notice of Election”). If the Indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, the Indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided, however, that (i) Indemnitee shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with of such claim and to employ counsel satisfactory at its own expense to assist in the handling of such Indemnified Partyclaim, and, after notice from and (ii) the Indemnifying Party shall obtain the prior written approval of Indemnitee before entering into any settlement of such claim imposing any obligations or restrictions on Indemnitee, which approval shall not be unreasonably withheld, delayed or conditioned. After the Indemnifying Party has delivered a Notice of Election relating to such Indemnified any claim, if the Indemnifying Party of performs its election so to assume and undertake the defense thereofindemnification obligations as set forth in this Agreement, then the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 Indemnitee for any litigation costs and expenses (including legal expenses subsequently fees and disbursements and costs of investigation) directly incurred by such Indemnified Party Indemnitee in employing its own counsel in connection with the defense thereof; if the Indemnified Party retains its own counselof that claim. In addition, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and shall not be required to indemnify Indemnitee for any amount paid or payable by Indemnitee in 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 settlement of any claim if (x) the Indemnifying Party or if has delivered a timely Notice of Election and such amount was agreed to without the interests of the Indemnified Party reasonably may be deemed to conflict with the interests written consent of the Indemnifying Party, or (y) the Indemnified time period within which to deliver a Notice of Election has not yet expired. If the Indemnifying Party does not deliver a Notice of Election relating to any claim within the required notice period, Indemnitee shall have the right to select one separate counsel and to assume defend the claim in such legal defenses and otherwise to participate in the defense of such actionmanner as it may deem appropriate, with at the reasonable expenses cost and fees expense of the Indemnifying Party. The Indemnifying Party shall promptly reimburse Indemnitee for all such separate counsel costs and other expenses related to such participation to be reimbursed by expenses. Indemnitee shall cooperate, at the Indemnifying Party’s cost and expense, in all reasonable respects with the Indemnifying Party as incurredand its attorneys in the investigations, trial and defense of indemnified claims and any appeal arising therefrom.

Indemnification Procedures. Promptly after receipt by a party entitled In case any Proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to claim indemnification hereunder Section 3.1 or Section 3.2, such Person (an the “Indemnified Party”) of notice of shall promptly notify the commencement of any action, Person against whom such Indemnified Party shall, if a claim for indemnification in respect thereof is to indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought (an the “Indemnifying Party”), notify ) in writing (provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than of its obligations under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Article III, except to the extent the Indemnifying Party is actually prejudiced by such omission. In case any such action shall be brought against any Indemnified Party failure to give notice), and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in such Proceeding and, unless in the reasonable opinion of outside counsel to the Indemnified Party a conflict of interest between the Indemnified Party and Indemnifying Party may exist in respect of such claim, to assume the defense thereof jointly with any other Indemnifying Party similarly notified, to the extent that it shall wishchooses, to assume and undertake the defense thereof with counsel reasonably satisfactory to such Indemnified Party, and, and after notice from the Indemnifying Party to such Indemnified Party of its election that it so to assume and undertake the defense thereofchooses, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, thereof other than reasonable costs and expenses of such counselinvestigation; provided, however, that, that (i) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and fails to assume the defense or employ counsel reasonably satisfactory to the Indemnified Party, (ii) if such Indemnified Party who is a defendant in any action or Proceeding which is also brought against the Indemnifying Party reasonably shall have reasonably concluded that there may be reasonable one or more legal defenses available to it such Indemnified Party which are different from or additional to those not available to the Indemnifying Party or (iii) if representation of both parties by the interests same counsel is otherwise inappropriate under applicable standards of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partyprofessional conduct then, in any such case, the Indemnified Party shall have the right to select assume or continue its own defense as set forth above (but with no more than one separate firm of counsel and for all Indemnified Parties in each jurisdiction, except to assume such the extent any Indemnified Party or Parties reasonably shall have concluded that there may be legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related available to such participation party or parties which are not available to be reimbursed the other Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the Indemnifying Party shall be liable for any expenses therefor. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (B) does not include a statement as incurredto, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt by a If any action or claim shall be brought against any Distributor Indemnified Party or Trust Indemnified Party (any such party, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"), in respect of which indemnity may be sought against the other party entitled to claim indemnification hereunder hereto (an “Indemnified Party”) of notice of the commencement of any action"INDEMNIFYING PARTY"), such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), shall promptly notify the Indemnifying Party in writing writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses; but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and indemnified party except to the extent the such Indemnifying Party is has been materially prejudiced by such omissionfailure. In case Any Indemnified Party shall have the right to employ separate counsel in any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, but the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed to assume the defense and employ counsel; provided, however, that, if or (iii) the defendants in named parties to any such action include both the (including any impleaded party) included such Indemnified Party and the Indemnifying Party and the such Indemnified Party shall have reasonably concluded been advised by counsel that there may be reasonable one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party or which may also result in a conflict of interest (in which case if the interests of the such Indemnified Party reasonably may be deemed to conflict with the interests of notifies the Indemnifying Party, the Indemnified Indemnifying Party shall not have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees action on behalf of such separate counsel and other expenses related to such participation to be reimbursed by Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Indemnified Parties. The Indemnifying Party shall not, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as incurredto or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any such action effected WITHOUT ITS WRITTEN CONSENT, BUT IF SUCH ACTION IS SETTLED WITH THE WRITTEN CONSENT OF THE INDEMNIFYING PARTY, THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. or if there shall be a final judgment for the plaintiff in any such action and the time for filing all appeals has expired, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The obligations of the Indemnifying Party under this SECTION 8 shall be in addition to any liability that the Indemnifying Party may otherwise have.

Indemnification Procedures. Promptly after receipt by a party entitled In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to claim indemnification hereunder Section 3.1 or 3.2, such Person (an the “Indemnified Party”) of notice of shall promptly notify the commencement of any action, Person against whom such Indemnified Party shall, if a claim for indemnification in respect thereof is to indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought (an the “Indemnifying Party”), notify ) in writing (provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than of its obligations under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Article III, except to the extent the Indemnifying Party is actually prejudiced by such omission. In case any such action shall be brought against any Indemnified Party failure to give notice), and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in such proceeding and, unless in the reasonable opinion of outside counsel to the Indemnified Party a conflict of interest between the Indemnified Party and Indemnifying Party may exist in respect of such claim, to assume the defense thereof jointly with any other Indemnifying Party similarly notified, to the extent that it shall wishchooses, to assume and undertake the defense thereof with counsel reasonably satisfactory to such Indemnified Party, and, and after notice from the Indemnifying Party to such Indemnified Party of its election that it so to assume and undertake the defense thereofchooses, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, thereof other than reasonable costs and expenses of such counselinvestigation; provided, however, that, that (a) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and fails to assume the defense or employ counsel reasonably satisfactory to the Indemnified Party, (b) if such Indemnified Party who is a defendant in any action or proceeding which is also brought against the Indemnifying Party reasonably shall have reasonably concluded that there may be reasonable one or more legal defenses available to it such Indemnified Party which are different from or additional to those not available to the Indemnifying Party or (c) if representation of both parties by the interests same counsel is otherwise inappropriate under applicable standards of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partyprofessional conduct then, in any such case, the Indemnified Party shall have the right to select assume or continue its own defense as set forth above (but with no more than one separate firm of counsel and for all Indemnified Parties in each jurisdiction, except to assume such the extent any Indemnified Party or Parties reasonably shall have concluded that there may be legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related available to such participation party or parties which are not available to be reimbursed the other Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the Indemnifying Party shall be liable for any expenses therefor. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as incurredto, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt by a party entitled In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to claim indemnification hereunder Section 8(a), 8(b) or 8(c), such person (an the “Indemnified Party”) of notice of shall promptly notify the commencement of any action, person from whom such Indemnified Party shall, if a claim for indemnification in respect thereof is to indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought (an the “Indemnifying Party”), ) in writing (provided that failure to so notify the an Indemnifying Party in writing thereof, but the omission so to notify the shall not relieve such Indemnifying Party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement) and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to such the Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such represent the Indemnified Party under this Section 6.3 if and to the extent any others the Indemnifying Party is prejudiced by may designate in such omissionproceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In case any such action shall be brought against proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and it shall notify the Indemnifying Party expenses of the commencement thereof, the Indemnifying Party such counsel shall be entitled to participate in and, to at the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to expense of such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and unless (i) the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available mutually agreed in writing to it which are different from the retention of such counsel or additional (ii) the named parties to those available to any such proceeding (including any impleaded parties) include both the Indemnifying Party or if the interests of and the Indemnified Party reasonably may and representation of both parties by the same counsel would be deemed inappropriate due to conflict with actual or potential differing interests between them. It is understood that the interests Indemnifying Party shall not, in respect of the legal expenses of any Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Underwriter, in the case of parties indemnified pursuant to Section 8(a) above, and by the Company, in the case of parties indemnified pursuant to Section 8(b) above. The Indemnifying PartyParty shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the right to select one separate Indemnified Party for fees and expenses of counsel as contemplated by the first and to assume such legal defenses and otherwise to participate in the defense second sentences of such actionthis paragraph, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredagrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. 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 on claims that are the subject matter of such proceeding.

Indemnification Procedures. Promptly after receipt by a Each party entitled to claim indemnification hereunder under this Section 8.07 (an “the "Indemnified Party”") of shall give notice of to the commencement of any action, party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party shallhas actual knowledge of any claim as to which indemnity may be sought, if a and shall permit the Indemnifying party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for indemnification in respect thereof is to the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be made against a party hereto obligated to indemnify such approved by the Indemnified Party (an “whose approval shall not unreasonably be withheld). The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party”), notify Party of its obligations under this Agreement only to the extent that such failure to give notice shall materially prejudice the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and to the extent the Indemnifying Party is prejudiced by such omission. In case defense of any such action shall be brought against claim or any Indemnified Party and it shall notify the such litigation. No Indemnifying Party of the commencement thereofParty, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof of any such claim or litigation, shall, except with counsel satisfactory to such the consent of each Indemnified Party, andconsent to entry of any judgment or enter into any settlement that attributes any liability to the Indemnified Party, after notice from unless the Indemnifying Party settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of its election so a release from all liability in respect to assume and undertake the defense thereof, the Indemnifying such claim or litigation. If any such Indemnified Party shall not have been advised by counsel chosen by it that there may be liable one or more legal defenses available to such Indemnified Party under this Section 6.3 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel; provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the reasonable fees and expenses of any counsel retained by the Indemnified Party, it being understood that the Indemnifying Party shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for each Indemnified Party or if the interests of controlling person (and all other Indemnified Parties and controlling persons which may be represented without conflict by one counsel), which firm shall be designated in writing by the Indemnified Party reasonably may (or Indemnified Parties, if more than one Indemnified Party is to be deemed represented by such counsel) to conflict with the interests Indemnifying Party. The Indemnifying Party shall not be subject to any liability for any settlement made without its consent, which shall not be unreasonably withheld. If the indemnification provided for in this Section 8.07 from the Indemnifying Party is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, labilities or expenses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense as a result of such actionlosses, with claims, damages, labilities or expenses in such proportion as is appropriate to reflect the reasonable expenses and fees relative fault of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party and Indemnified Parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as incurredwell as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Parties, and the parties, relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8.07 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation).

Indemnification Procedures. Promptly after receipt by a party entitled In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to claim indemnification hereunder Section 3.1 or Section 3.2, such Person (an the “Indemnified Party”) of notice of shall promptly notify the commencement of any action, Person against whom such Indemnified Party shall, if a claim for indemnification in respect thereof is to indemnity may be made against a party hereto obligated to indemnify such Indemnified Party sought (an the “Indemnifying Party”), notify ) in writing (provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than of its obligations under this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and Article III, except to the extent the Indemnifying Party is actually prejudiced by such omission. In case any such action shall be brought against any Indemnified Party failure to give notice), and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in such proceeding and, unless in the reasonable opinion of outside counsel to the Indemnified Party a conflict of interest between the Indemnified Party and Indemnifying Party may exist in respect of such claim, to assume the defense thereof jointly with any other Indemnifying Party similarly notified, to the extent that it shall wishchooses, to assume and undertake the defense thereof with counsel reasonably satisfactory to such Indemnified Party, and, and after notice from the Indemnifying Party to such Indemnified Party of its election that it so to assume and undertake the defense thereofchooses, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, thereof other than reasonable costs and expenses of such counselinvestigation; provided, however, that, that (a) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and fails to assume the defense or employ counsel reasonably satisfactory to the Indemnified Party, (b) if such Indemnified Party who is a defendant in any action or proceeding which is also brought against the Indemnifying Party reasonably shall have reasonably concluded that there may be reasonable one or more legal defenses available to it such Indemnified Party which are different from or additional to those not available to the Indemnifying Party or (c) if representation of both parties by the interests same counsel is otherwise inappropriate under applicable standards of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Partyprofessional conduct then, in any such case, the Indemnified Party shall have the right to select assume or continue its own defense as set forth above (but with no more than one separate firm of counsel and for all Indemnified Parties in each jurisdiction, except to assume such the extent any Indemnified Party reasonably shall have concluded that there may be legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related available to such participation party or parties which are not available to be reimbursed the other Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the Indemnifying Party shall be liable for any expenses therefor. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as incurredto, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Indemnification Procedures. Promptly after receipt by a party person -------------------------- entitled to claim indemnification hereunder under Section 5.1.1 and 5.1.2 above (an “"Indemnified Party”") of notice of the commencement of any actionaction or proceeding involving a claim referred to in the preceding subdivisions of this Section 5, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated required to indemnify provide indemnification (an "Indemnifying Party"), give written notice to the latter of the commencement of such action; provided, -------- however, that the failure of any Indemnified Party (an “Indemnifying Party”), notify to give notice as provided ------- herein shall not relieve the Indemnifying Party in writing thereof, but of its obligation under the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under preceding subdivisions of this Section 6.3 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 6.3 if and 5, except to the extent that the Indemnifying Party is actually prejudiced by such omissionfailure to give notice. In case any such action shall be is brought against any an Indemnified Party and it shall notify the Indemnifying Party of the commencement thereofParty, the Indemnifying Party shall be entitled to participate in andand to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it shall may wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such Indemnified Party, and, and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 6.3 for any legal or other expenses subsequently incurred by such Indemnified Party the latter in connection with the defense thereof; if the thereof other than reasonable costs of investigation. In any such proceeding, any Indemnified Party retains shall have the right to retain its own counsel, then but the Indemnified Party shall pay all fees, costs fees and expenses of such counsel; provided, however, that, if counsel shall be at the defendants in any expense of such action include both the Indemnified Party and unless (i) the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available mutually agreed to it which are different from the retention of such counsel; or additional (ii) the named parties to those available to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be, in the reasonable judgment of the Indemnified Party, inappropriate due to actual differing interests between them. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section; and (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for any Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent will not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the interests plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Party shall, without the consent of the Indemnified Party, effect the settlement or compromise of, or consent to entry of any judgment or enter into any settlement with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense from all liability arising out of such actionaction or claim; and (B) does not include a statement as to or an admission of fault, with the reasonable expenses and fees culpability or a failure to act, by or on behalf of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurredany Indemnified Party.