Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. (a) The party seeking indemnification under Section 15.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. In any case where an Indemnified Party shall seek indemnification under this Agreement for a third party claim, suit or proceeding (a “Claim”), such indemnification shall be conditioned on such Indemnified Party's compliance with the following procedures: (a) The party seeking indemnification under Section 15.02 (the “Indemnified Party”) agrees to Party will give prompt written notice to the party against from whom indemnity such indemnification is sought (the “Indemnifying Party”) of each Claim for indemnification under this Agreement, specifying to the assertion extent then known the amount and nature of any claim, or the commencement of any suit, Action or proceeding Claim (each, a “ClaimNotice of Indemnification”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request). The No failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, under this Agreement except to the extent that Damages are attributable to such failure failure. Within fifteen (15) days following receipt of a Notice of Indemnification from the Indemnified Party relating to any Claim, the Indemnifying Party will notify the Indemnified Party in writing if the Indemnifying Party elects to assume control of the defense and settlement of that Claim (a “Defense Election”). (b) If the Indemnifying Party delivers a Defense Election relating to any Claim within the required notice period, the Indemnifying Party will be entitled to have sole control over the defense and settlement of such Claim; provided, however, that (i) the Indemnified Party will be entitled to participate in the defense of such Claim and to employ counsel at its own expense to assist in the handling of such Claim, provided, however, that, if the Indemnified Party cooperates and provides assistance at the request of the Indemnifying Party in connection with the Indemnifying Party’s defense, the Indemnified Party shall have actually materially prejudiced be entitled to recover from the Indemnifying Party the reasonable costs of providing such assistance; (ii) before entering into any settlement of such Claim or ceasing to defend against such Claim, the Indemnifying Party will obtain the prior written approval of the Indemnified Party in respect of any compromise or settlement that would impose any penalty, limitation, disclosure obligation, or injunction or other equitable relief upon the Indemnified Party or that does not include the third party’s release of the Indemnified Party from all liability relating to such Claim for which the Indemnified Party is entitled to be indemnified; and (iii) the Indemnifying Party shall inform the Indemnified Party on a regular basis of the status of such Claim and the Indemnifying Party’s defense thereof. (c) Subject to Section 14.4(b), after the Indemnifying Party has delivered a Defense Election relating to any claim in accordance with Section 14.4(a), the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses incurred by such Indemnified Party in connection with the defense of that Claim. In addition, the Indemnifying Party will not be required to indemnify the Indemnified Party for any amount paid or payable by such Indemnified Party in the settlement of any claim for which the Indemnifying Party has delivered a timely Defense Election if such amount was agreed to without the written consent of the Indemnifying Party. (bd) The Provided that the Notice of Indemnification is given (unless the failure to provide such Notice of Indemnification does not actually and materially prejudice the interests of the Indemnifying Party), and the Indemnifying Party (i) has not delivered a Defense Election relating to any Claim within the required notice period, or (ii) has delivered a Defense Election relating to a Claim but has not retained counsel within 30 days following the delivery of the Defense Election, then the Indemnified Party shall have the rightright to defend, at its optioncontest or otherwise protect against the same, exercisable within 30 days after receipt of such notice to assume the defense ofand make any compromise or settlement thereof and recover any related Damages, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to including any Damages incurred in securing the Indemnified Party)’s rights under this Agreement, any matter involving from the asserted liability of Indemnifying Party. (e) In the Indemnified Party (“Asserted Liabilities”), subject to event that the limitations set forth herein. If counsel retained by the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, determines that it shall promptly notify cannot represent the Indemnified Indemnifying Party of its intention to do so, and the Indemnified Party agrees to cooperate fully in connection with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceedingany Claim consistent with the applicable rules of professional conduct, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at control its own expense. Notwithstanding anything herein to the contrarydefense in connection therewith, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for and the reasonable fees, costs fees and expenses of the Indemnified Party’s legal counsel, which such separate counsel shall be paid by the Indemnifying Party. (f) An Indemnified Party shall, to the extent practicable and reasonably satisfactory to within its control and at the expense of the Indemnifying Party, if (i) the claim for indemnification relates make commercially reasonable efforts to or arises in connection with mitigate any criminal proceedingDamages of which it has adequate notice, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, provided that the Indemnified Party shall not settle any such Asserted Liability without the written consent be obligated to act in contravention of the Indemnifying Party, which such consent shall not be unreasonably withheldapplicable law or in contravention of reasonable and customary practices of a prudent person in similar circumstances. (cg) Each party shall cooperateThe obligation to indemnify a party’s officers, directors, employees and cause their respective Affiliates to cooperate, agents in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as accordance with this Article XIV may be reasonably requested in connection therewithenforced exclusively by such party and nothing herein shall be construed to grant such officers, directors, employees and agents any individual rights, remedies, obligations or liabilities with respect to the parties to this Agreement.

Indemnification Procedures. (a) The party seeking Each Person entitled to indemnification under this Section 15.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding 4.7 (each, a “ClaimSecurities Indemnified Party”) shall give notice to the Person required to provide indemnification (the “Securities Indemnifying Party”) promptly (but in respect any event within thirty (30) days) after such Securities Indemnified Party has actual knowledge of any claim as to which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do sosought, and shall permit the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Securities Indemnifying Party to assume the defense of any such action claim or proceedingany litigation resulting therefrom; provided, that counsel for the Securities Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Securities Indemnified Party (whose approval shall not unreasonably be withheld) and the Securities Indemnified Party may participate in such defense at such Person’s expense (unless the Securities Indemnified Party shall have reasonably concluded, and shall have informed the right to employ separate counsel and to participate in the defense Securities Indemnifying Party of such action or proceeding at its own expense. Notwithstanding anything herein to the contraryconclusion, the Indemnifying Party shall not that there may be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Securities Indemnifying Party and the Securities Indemnified Party in such action, in which case the fees and expenses of counsel shall be at the expense of the Securities Indemnifying Party); provided, on further, that the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the failure of any Securities Indemnified Party to give notice as provided herein shall undertake to compromise, settle or defend any Asserted Liability in accordance with not relieve the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Securities Indemnifying Party of its intention to do so, and obligations under this Section 4.7 unless the Securities Indemnifying Party agrees is materially prejudiced thereby in its ability to cooperate fully with the Indemnified Party and its counsel defend such action. No Securities Indemnifying Party, in the compromise or settlement of, or defense against, of any such Asserted Liability; providedclaim or litigation shall, however, that the Indemnified Party shall not settle any such Asserted Liability without except with the written consent of the Indemnifying each Securities Indemnified Party, which consent to entry of any judgment or enter into any settlement. Each Securities Indemnified Party shall furnish such consent information regarding itself or the claim in question as a Securities Indemnifying Party may reasonably request in writing and as shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, reasonably required in connection with the defense or prosecution of any Claim by such claim and litigation resulting therefrom. The Securities Indemnifying Party shall lose its right to defend, contest, litigate and settle a Third Party and matter if it shall furnish or cause fail to be furnished diligently contest such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithmatter (except to the extent settled without the consent of the Securities Indemnified Party).

Indemnification Procedures. Each Party (aMarina on behalf of Marina Indemnitees, or ProNAi on behalf of ProNAi Indemnitees) The party will promptly notify the other Party when it becomes aware of a Claim for which indemnification may be sought hereunder. To be eligible to be indemnified for a Claim, a person seeking indemnification under Section 15.02 (the “Indemnified Party”) agrees shall (i) provide the Party required to give prompt notice to the party against whom indemnity is sought indemnify such person (the “Indemnifying Party”) with prompt written notice of the assertion of any claimClaim giving rise to the indemnification obligation under this Article 8, or provided that, the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party provide such prompt notice shall not relieve the Indemnifying Party of any of its obligations hereunder, under this Article 8 except to the extent such failure shall have the Indemnifying Party is actually prejudiced thereby; (ii) provide the Indemnifying Party with the exclusive ability to defend (with the reasonable cooperation of the Indemnified Party) against the Claim; and (iii) not settle, admit or materially prejudiced prejudice the Claim, without the Indemnifying Party. (b) ’s prior written consent. The Indemnifying Indemnified Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement ofParty, or defense against, any such Asserted Liability; provided, however, that at the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume ’s expense, in the defense of such action or proceedingany Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such and have its own counsel participate in any action or proceeding for which the Indemnified Party seeks to be indemnified by the Indemnifying Party. Such participation shall be at its own the Indemnified Party’s expense. Notwithstanding anything herein to the contrary, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party’s obligations under Section 8.1 or 8.2, as the case may be, shall not be entitled apply to assume control of such defense but shall pay for the reasonable fees, costs and expenses extent of the Indemnified Party’s legal counselfailure to take reasonable action to mitigate any Losses. The Indemnifying Party shall not settle or compromise, which counsel shall be reasonably satisfactory or consent to the Indemnifying Partyentry of any judgment with respect to, if (i) any Claim, without the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists prior written consent of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall will not be unreasonably withheldwithheld or delayed. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking indemnification under Section 15.02 hereunder (the “"Indemnified Party”") agrees shall: (a) give the party obligated to give indemnify (the "Indemnifying Party") prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, such claim or the commencement of any suit, Action or proceeding law suit (each, including a “Claim”copy thereof) in respect of which indemnity may be sought under such Section served upon Indemnified Party; and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to fully cooperate fully with the Indemnifying Party and its counsel legal representatives in the compromise or settlement ofinvestigation of any matter the subject of indemnification, or defense against, any such Asserted Liability; provided, however, that and (c) the Indemnifying Indemnified Party shall not settle unreasonably withhold its approval of the settlement of any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive claim, liability, or other equitable relief against the Indemnified Party. Notwithstanding an election action by the Indemnifying Party to assume the defense of covered by this indemnification provision unless such action or proceeding, settlement would require the Indemnified Party shall have the right to employ separate counsel and be subject to participate any injunction or to make a monetary payment or to take any action or refrain from taking any action in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liabilityfuture; provided, however, that the Indemnified Party's failure to comply with its obligations pursuant to this Section shall not constitute a breach of this Agreement nor relieve the Indemnifying Party of its indemnification obligations pursuant to this Section, except to the extent, if any, that the Indemnifying Party's defense of the affected claim, action or proceeding actually was materially impaired thereby. The Indemnifying Party shall not settle make reasonable efforts to minimize any such Asserted Liability without interruption in the written consent normal conduct of the Indemnified Party's business in requesting the Indemnified Party's cooperation and shall reimburse the Indemnified Party's reasonable out-of-pocket expenses. The Indemnified Party may use the same counsel, selected by the Indemnifying Party, which as joint counsel in the defense of any such consent shall not be unreasonably withheld. (c) Each party shall cooperateclaim, and cause their respective Affiliates to cooperateunless the Indemnified Party, in the defense exercise of commercially reasonable judgment, determines that it needs to retain separate counsel because of an actual or prosecution potential conflict of any Claim by a Third interest between the Indemnifying Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewiththe Indemnified Party.

Indemnification Procedures. (a) The party seeking indemnification under Section 15.02 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 PartyParties”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim), or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under against the other party hereto (the “Indemnifying Party”), such Section and will provide Indemnified Party shall promptly notify the Indemnifying Party such information with respect thereto that in writing, and the Indemnifying Party may reasonably request. The failure shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses; but the omission so to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, it from any liability which it may have to any indemnified party except to the extent such failure shall have actually Indemnifying Party has been materially prejudiced the Indemnifying Partyby such failure. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Any Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall 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, or (iii) the named parties to any such action (including any impleaded party) included such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised by counsel that there may be one or proceeding at its own expense. Notwithstanding anything herein more legal defenses available to it which are different from or additional to those available to the contraryIndemnifying Party or which may also result in a conflict of interest (in which case if such Indemnified Party notifies the Indemnifying Party, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for have the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option right to assume the defense of an Asserted Liabilitysuch action on behalf of such Indemnified Party, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; providedit 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. (c) 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 to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party. The Indemnifying Party shall not settle be liable for any settlement of any such Asserted Liability action effected without its written consent, but if such action is settled with the written consent of the Indemnifying Party, which or if there shall be a final judgment for the plaintiff in any such consent 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 not be unreasonably withheldin addition to any liability that the Indemnifying Party may otherwise have. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall promptly provide written notice of such claim to the Indemnifying Party. Such notice by the Indemnified Party shall: (a) The party seeking indemnification under Section 15.02 describe the claim in reasonable detail; (b) include copies of all material written evidence thereof; and (c) indicate the “estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party”) agrees . In connection with any claim giving rise to give prompt indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the party against whom indemnity is sought (Indemnified Party, may assume the “defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense, subject to the Indemnifying Party”) of ’s right to control the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide defense thereof. If the Indemnifying Party does not assume the defense of any such information with respect thereto that Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may reasonably request. The failure to so notify deem appropriate and no action taken by the Indemnifying Indemnified Party in accordance with such defense and settlement shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except herein provided with respect to the extent such failure any damages resulting therefrom. Seller and Buyer shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume cooperate with each other in all reasonable respects in connection with the defense ofof any claim, at its own expense and by its own counsel including: (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party i) making available (“Asserted Liabilities”), subject to the limitations set forth hereinprovisions of Section 5.02) records relating to such claim; and (ii) furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such claim. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the The Indemnifying Party shall not settle any such Asserted Liability Action without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the prior written consent of the Indemnifying Party, (which such consent shall not be unreasonably withheld, conditioned or delayed). (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking indemnification Party claiming indemnity under Section 15.02 this Article 9 (the “Indemnified Party”) agrees to shall give prompt written notice to the party against Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “such Claim”) in respect of which indemnity may be sought under such Section and will . The Indemnified Party shall provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderreasonable assistance, except to the extent such failure shall have actually materially prejudiced at the Indemnifying Party. (b) ’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice right to assume and conduct the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party Claim with counsel of its intention to do sochoice. Unless the settlement involves only the payment of money, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability Claim without the prior written consent of the Indemnified Party unless Party, such settlement releases the Indemnified Party from all liabilities and obligations with respect consent not to the Asserted Liability and the settlement does not impose injunctive be unreasonably withheld, conditioned or other equitable relief against the Indemnified Partydelayed. Notwithstanding an election by So long as the Indemnifying Party to assume is conducting the defense of such action or proceedingthe Claim in good faith, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle or compromise any such Asserted Liability Claim without the prior written consent of the Indemnifying Party, which such consent shall . If the Indemnifying Party does not be unreasonably withheld. (c) Each party shall cooperate, assume and cause their respective Affiliates to cooperate, in conduct the defense or prosecution of the Claim as provided above, (a) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim by a Third in any manner the Indemnified Party may deem reasonably appropriate (and shall furnish the Indemnified Party need not consult with, or cause to be furnished such recordsobtain any consent from, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Article 9.

Indemnification Procedures. (a) The A claim for indemnification for any matter not involving a Third Party Claim may be asserted by written notice, provided to the Party from whom indemnification is sought or, in the case of a claim for indemnification pursuant to Section 10.2(a), by written notice to Seller. (b) In the event that any legal proceedings are instituted or any claim or demand is asserted by any third party seeking indemnification in respect of which payment may be sought under Section 15.02 10.2 (any such third-party claim, a “Third-Party Claim”), the “Indemnified Party”) agrees to give prompt Party shall promptly cause written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or Third-Party Claim of which it has knowledge which is covered by this indemnity to be forwarded to the commencement Indemnifying Party. The failure of the Indemnified Party to give reasonably prompt notice of any suitThird-Party Claim shall not release, Action waive or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide otherwise affect the Indemnifying Party such information Party’s obligations with respect thereto except to the extent that the Indemnifying Party may reasonably requestis prejudiced as a result of such failure. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its optionsole expense, exercisable within 30 days after receipt to be represented by counsel of such notice to assume the defense ofits choice, at its own expense and by its own counsel (which counsel shall must be reasonably satisfactory to the Indemnified PartyParty (it being understood that no Acquiror Indemnified Party shall object to Xxxxxxxx & Xxxxxxxx LLP as Seller’s choice of counsel with respect to any such matter), and to assume the defense and control the settlement of any matter involving such Third-Party Claim which relates to any Losses indemnified against hereunder; provided that such right shall not exist if the asserted liability Third-Party Claim (A) seeks an injunction or other equitable remedies in respect of the Indemnified Party or (“Asserted Liabilities”)B) may result in Losses which, subject in the good faith determination of the Indemnified Party, if taken with other Losses relating to then-existing indemnifiable claims, would not be fully indemnified hereunder; and provided, further, that the limitations set forth hereinIndemnified Party shall be entitled to assume control of such defense and the settlement thereof at the cost and expense of the Indemnifying Party if the Indemnifying Party failed or is failing to defend such Third-Party Claim. If the Indemnifying Party shall undertake to compromise, settle or defend any has assumed such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceedingdefense, the Indemnified Party shall have the right to employ separate counsel and be entitled to participate in the defense of such action claim and to employ counsel of its choice for such purpose; provided that the Indemnifying Party shall not be liable for any legal expenses incurred by any Indemnified Party in connection with the defense of such Third-Party Claim while the Indemnifying Party is controlling such defense. The Parties agree to cooperate fully with each other in connection with the defense, negotiation or proceeding settlement of any such Third-Party Claim and, if preservation of attorney-client privilege may reasonably be at its own expenserisk, to maintain a joint defense (in a manner that will preserve for all Indemnified Parties and Indemnifying Parties any attorney-client privilege with respect thereto). Notwithstanding anything herein to If the contraryIndemnifying Party shall assume the defense of any Third-Party Claim, the Indemnifying Party shall not be entitled to assume control of settle or compromise such defense but shall pay for Third-Party Claim without the reasonable fees, costs and expenses prior written consent of the Indemnified Party’s legal counsel, which counsel Party unless the settlement includes a complete release of the Indemnified Party with respect to the Third-Party Claim and provides that any amount to be paid shall be reasonably satisfactory to fully indemnified by the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the . No Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Partymay settle or compromise, on the one hand, and the Indemnified Party, on the other handadmit any liability, or (iii) permit a default or consent to the Indemnifying entry of any judgment with respect to any Third-Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability Claim without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld, conditioned or delayed. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking indemnification under Section 15.02 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 Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim"INDEMNIFIED PARTIES"), or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under against the other party hereto, such Section and will provide the Indemnifying Indemnified Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so shall promptly notify the Indemnifying Party indemnifying party in 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 the Indemnifying Party of its obligations hereunder, it from any liability which it may have to any indemnified party except to the extent such failure shall have actually indemnifying party has been materially prejudiced the Indemnifying Partyby such failure. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Any Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to thereof, but the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs fees and expenses of the Indemnified Party’s legal counsel, which such counsel shall be reasonably satisfactory to at the Indemnifying Party, if expense of such Indemnified Party unless (i) the claim for indemnification relates indemnifying party has agreed in writing to or arises in connection with any criminal proceeding, action, indictment, allegation or investigationpay such fees and expenses, (ii) the Indemnified Party indemnifying party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between failed to assume the Indemnifying Party, on the one hand, defense and the Indemnified Party, on the other handemploy counsel, or (iii) the Indemnifying named parties to any such action (including any impleaded party) included such Indemnified Party failed or is failing to prosecute or defend and the indemnifying party and such claim. If the Indemnified Party shall undertake have been advised by counsel that there may be one or more legal defenses available to compromiseit 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 such Indemnified Party notifies the indemnifying party, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after indemnifying party shall not have the Indemnifying Party has declined to exercise its option right to assume the defense of an Asserted Liabilitysuch action on behalf of such Indemnified Party, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; providedit 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 Party shall not settle any such Asserted Liability Parties. (c) No indemnifying party shall, without the written consent of the Indemnifying 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 consent 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 to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party. (d) The indemnifying party shall not be unreasonably withheldliable 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, 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. (ce) Each The obligations of the indemnifying party under this SECTION 8 shall cooperate, and cause their respective Affiliates be in addition to cooperate, in any liability that the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as indemnifying party may be reasonably requested in connection therewithotherwise have.

Indemnification Procedures. (a) The party A Party seeking indemnification under this Section 15.02 18 for itself or any of its Affiliates or any of its or their respective officers, directors, members, managers, employees, agents and representatives (collectively in this capacity, the “Indemnified Party”) agrees to give prompt notice to shall promptly notify the party against Party from whom indemnity indemnification is sought (in this capacity, the “Indemnifying PartyIndemnitor”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) Liability in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject intends to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liabilityclaim indemnification; provided, however, that the Indemnifying failure to so notify the Indemnitor shall not affect the Indemnified Party’s rights to indemnification hereunder except to the extent that the Indemnitor is materially prejudiced by such failure. With respect to any Liabilities that relate to a third party claim, the Indemnified Party shall not settle permit the Indemnitor to control the defense of any such Asserted Liability without Liabilities; provided, however, if the written consent Indemnified Party reasonably determines that the joint representation of the Indemnified Party unless such settlement releases and the Indemnitor by a single counsel would result in a conflict of interest arising out of the joint representation by counsel selected by the Indemnitor of the interests of the Indemnitor and the Indemnified Party, the Indemnitor shall be entitled to engage separate counsel to represent the Indemnified Party from all liabilities (at the Indemnitor’s sole cost and obligations expense) and, if the Indemnitor fails to do so, the Indemnitor shall not be entitled to assume the Indemnified Party’s defense of such Liability. If the Indemnitor assumes the defense of any Liability, the Indemnitor shall consult with respect the Indemnified Party for the purpose of allowing the Indemnified Party to participate in such defense, but in such case the Asserted Liability and legal expenses of the settlement does not impose injunctive or other equitable relief against Indemnified Party incurred as a result of such participation shall be paid by the Indemnified Party. Notwithstanding an election by With respect to any Proceeding for which the Indemnifying Party to assume Indemnitor has assumed the defense of an Indemnified Party, the Indemnitor shall promptly inform the applicable Indemnified Party of all material developments related thereto, including copying such action Indemnified Party on all pleadings, filings and other correspondence relating thereto. If the Indemnitor fails to assume and defend a Liability or proceedingif, after commencing or undertaking any such defense, the Indemnitor fails to prosecute such Liability, the Indemnified Party shall have the right to employ separate counsel and to participate in undertake the defense of such action or proceeding at its own expensesettlement thereof. Notwithstanding anything herein With respect to the contrary, the Indemnifying Party shall not be entitled any Liabilities that relate to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such third party claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify have the Indemnifying Party of its intention right to do sosettle such Liabilities, and the Indemnifying Party agrees to cooperate fully with provided the Indemnified Party and its counsel consents in the compromise or settlement of, or defense against, any writing to such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Partysettlement, which such consent shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. With respect to third-party claims, all claims for indemnification by each of ADI or Artistic or their affiliates, as the case may be (aan "Indemnified Party") The 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 seeking indemnification under Section 15.02 (a "Third Party Claim"), such Indemnified Party shall promptly 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 “"Claim Notice"); provided that failure of such Indemnified Party”) agrees Party to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party as provided herein shall not relieve the Indemnifying Party of any of its obligations hereunder, except to the extent such failure shall have actually that the Indemnifying Party is materially prejudiced the Indemnifying Party. (b) by such failure. The Indemnifying Party shall have 20 days from the right, at its option, exercisable within 30 days after receipt personal delivery or mailing of such notice the Claim Notice (the "Notice Period") to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of notify the Indemnified Party (“Asserted Liabilities”)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 limitations set forth hereinreasonable approval of such Indemnified Party, and shall have the sole power to direct and control such defense. If the Indemnifying Party shall undertake to compromise, settle assume the defense of a claim or defend any such Asserted Liabilitydemand, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any or compromise such Asserted Liability claim without the prior written consent of the Indemnified Party Party, unless such settlement releases or compromise includes as an unconditional term thereof the giving by the claimant of a release of the Indemnified Party from all liabilities and obligations liability with respect to the Asserted Liability and the settlement does not impose injunctive such claim or other equitable relief against the Indemnified Partydemand. Notwithstanding an election by If the Indemnifying Party to 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 action or proceedingIndemnified 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 retain 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 undertake the defense thereof and acknowledges its obligation to indemnify the Indemnified Party hereunder, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromisecontest, settle or defend any Asserted Liability in accordance with compromise the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party claim but shall not settle thereby waive any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheldright to indemnity therefor pursuant to this Agreement. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking Any Person claiming indemnification under Section 15.02 (hereunder is hereinafter referred to as the “Indemnified Party”) agrees to give prompt notice to the party ” and any Person against whom indemnity claims are asserted hereunder is sought (hereinafter referred to as the “Indemnifying Party”) of the assertion of .” If any claimLosses are incurred by, asserted against or the commencement of any suitsought to be collected from an Indemnified Party, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide said Indemnified Party shall deliver to the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably requesta notice of a claim for indemnification hereunder (a “Claim Notice”). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have thirty (30) days from the right, at its option, exercisable within 30 days after receipt delivery of such notice the Claim Notice (the “Notice Period”) to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of notify the Indemnified Party (“Asserted Liabilities”), subject i) whether or not it disputes the liability of the Indemnifying Party to the limitations set forth hereinIndemnified Party hereunder with respect to such Losses and/or (ii) whether or not it desires, at the sole cost and expense of the Indemnifying Party, to defend (to the maximum extent possible under the circumstances) the Indemnified Party against such Losses; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Losses, the Indemnifying Party shall have the right to defend all appropriate proceedings, and with counsel of its intention own choosing, which proceedings shall be promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party desires to participate in any such defense or settlement it may do soso at its sole cost and expense, and but the Indemnified Party shall not have control over such defense or settlement. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel (at the sole cost and expense of the Indemnifying Party) in the compromise or settlement of, or defense against, contesting any such Asserted Liability; provided, however, Losses that the Indemnifying Party shall elects to contest or, if appropriate and related to the claim in question, in making any counterclaim against the Person asserting the Losses, or any cross complaint against any Person. If the Indemnifying Party has not assumed the defense of a claim within the Notice Period, then the Indemnified Party may settle such claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party has assumed the defense of a claim within the Notice Period, then the Indemnifying Party may not settle any such Asserted Liability claim without the prior written consent of the Indemnified Party (unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party is solely liable for any payments pursuant to assume the defense such settlement and such settlement contains a full and unconditional release of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel no terms otherwise affecting the Indemnified Party or the Gulf LNG Companies, in which case the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that consent of the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheldrequired). (cb) Each party shall cooperate, and cause their respective Affiliates to cooperate, in The Indemnified Party will provide the defense or prosecution Indemnifying Party with written notice of any Claim by a Third claim for indemnification under this Agreement; provided, that the failure of any Indemnified Party and shall furnish or cause to be furnished so notify the Indemnifying Party will not relieve the Indemnifying Party from any Liability which it may have to such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithIndemnified Party under this Agreement.

Indemnification Procedures. Each Party (aMarina Bio on behalf of Marina Bio Indemnitees, or MirnaRx on behalf of MirnaRx Indemnitees) The party will promptly notify the other Party when it becomes aware of a Claim for which indemnification may be sought hereunder. To be eligible to be indemnified for a Claim, a Person seeking indemnification under Section 15.02 (the “Indemnified indemnified Party”) agrees shall (i) provide the Party required to give prompt notice to the party against whom indemnity is sought indemnify such Person (the “Indemnifying Party”) with prompt written notice of the assertion of any claimClaim giving rise to the indemnification obligation under this Article 8, or provided that, the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party provide such prompt notice shall not relieve the Indemnifying Party of any of its obligations hereunder, under this Article 8 except to the extent such failure shall have the Indemnifying Party is actually prejudiced thereby; (ii) provide the Indemnifying Party with the exclusive ability to defend (with the reasonable cooperation of the Indemnified Party) against the Claim; and (iii) not settle, admit or materially prejudiced prejudice the Claim, without the Indemnifying Party. (b) ’s prior written consent. The Indemnifying Indemnified Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement ofParty, or defense against, any such Asserted Liability; provided, however, that at the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume ’s expense, in the defense of such action or proceedingany Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such and have its own counsel participate in any action or proceeding for which the Indemnified Party seeks to be indemnified by the Indemnifying Party. Such participation shall be at its own the Indemnified Party’s expense. Notwithstanding anything herein to the contrary, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party’s obligations under Section 8.1 or 8.2, as the case may be, shall not be entitled apply to assume control of such defense but shall pay for the reasonable fees, costs and expenses extent of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory failure to the take reasonable action to mitigate any Losses. The :Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle or compromise or consent to the entry of any such Asserted Liability judgment with respect to any Claim, without the prior written consent of the Indemnifying indemnified Party, which such consent shall will not be unreasonably withheldwithheld or delayed. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking Indemnified Party agrees that promptly after it becomes aware of facts giving rise to a claim for indemnification under Section 15.02 this Article II, it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim; provided, however, that the Indemnified Party shall not submit claims more frequently than once a calendar quarter (or twice in the “case of the calendar quarter in which the applicable indemnity coverage under this Agreement expires) unless such Indemnified Party”) agrees to give prompt Party believes in good faith that such a delay in notice to the party against whom indemnity is sought (Indemnifying Party would cause actual prejudice to the “Indemnifying Party”) of ’s ability to defend against the assertion of any applicable claim, or . Notwithstanding anything in this Article II to the commencement of any suit, Action or proceeding (eachcontrary, a “Claim”) delay by the Indemnified Party in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderunder this Article II, except to the extent that such failure shall have actually materially prejudiced caused actual prejudice to the Indemnifying Party’s ability to defend against the applicable claim. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt right to control all aspects of such notice to assume the defense ofof (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article II, at its own expense including, without limitation, the selection of counsel, the determination of whether to appeal any decision of any court and by its own counsel (which counsel the settlement of any such matter or any issues relating thereto; provided, however, that no such settlement shall be reasonably satisfactory to entered into without the Indemnified Party), any matter involving the asserted liability consent of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, unless it shall promptly notify includes a full release of the Indemnified Party of its intention to do sofrom such matter or issues, as the case may be, and the does not include any admission of fault, culpability or a failure to act, by or on behalf of such Indemnified Party. (c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification under this Article II, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and its counsel in the compromise or settlement ofmaking available to the Indemnifying Party, or defense againstat no cost to the Indemnifying Party, of any such Asserted Liabilityemployees of the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and therewith the Indemnifying Party agrees to cooperate fully with use commercially reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 2.5. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the compromise or settlement of, or defense against, of any such Asserted Liabilityclaims covered by the indemnification set forth in this Article II; provided, however, that the Indemnified Party shall not settle may, at its own option, cost and expense, hire and pay for counsel in connection with any such Asserted Liability without defense. The Indemnifying Party agrees to keep any such counsel hired by the written consent Indemnified Party informed as to the status of any such defense, but the Indemnifying Party, which Party shall have the right to retain sole control over such consent shall not be unreasonably withhelddefense. (cd) Each party The date on which the Indemnifying Party receives notification of a claim for indemnification shall cooperatedetermine whether such claim is timely made. (e) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, and cause their respective Affiliates to cooperateIN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY OR INDEMNIFIED PARTY WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR ANY LOST OR PROSPECTIVE PROFITS OR ANY OTHER SPECIAL, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such recordsCONSEQUENTIAL, information and testimonyINCIDENTAL OR INDIRECT LOSSES OR DAMAGES FROM ITS PERFORMANCE UNDER THIS AGREEMENT OR FOR ANY FAILURE OR PERFORMANCE HEREUNDER OR RELATED HERETO, and attend such conferencesWHETHER ARISING OUT OF BREACH OF CONTRACT, discovery proceedingsNEGLIGENCE, hearingsTORT, trials or appealsSTRICT LIABILITY OR OTHERWISE, as may be reasonably requested in connection therewithEXCEPT FOR ANY SUCH DAMAGES RECOVERED BY ANY THIRD PARTY AGAINST ANY PARTY IN RESPECT OF WHICH SUCH PARTY WOULD OTHERWISE BE ENTITLED TO INDEMNIFICATION PURSUANT TO THIS ARTICLE II, PROVIDED THAT NO PARTY WILL BE ENTITLED TO INDEMNIFICATION FOR ANY DAMAGES THAT ARE CONTRARY TO APPLICABLE LAW.

Indemnification Procedures. (a) The party Party seeking indemnification under Section 15.02 10.1 or 10.2, as applicable (the “Indemnified Party”) agrees to shall give prompt notice to the party Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) Claim in respect of which indemnity may be sought under such Section 10.1 or 10.2, as applicable, and will shall provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party of its obligations hereunder, except any liability hereunder only to the extent such failure shall have actually materially prejudiced that the Indemnifying Party. (b) Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume and control the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability settlement of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liabilityaction, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action suit or proceeding at its own expense; provided, however, if the Indemnified Party is TYME, it shall assume and control the defense and settlement of any such action, suit or proceeding. Notwithstanding anything herein The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in such defense, at the Indemnifying Party’s expense. The Indemnified Party shall be entitled at its own expense to participate in such defense and to employ separate counsel for such purpose. For so long as the contraryIndemnifying Party is diligently defending any proceeding pursuant to this Section 10.3, the Indemnifying Party shall not be entitled liable under Section 10.1 or 10.2, as applicable, for any settlement effected without its consent. No Party shall enter into any compromise or settlement which commits the other Party to assume control of such defense but shall pay for take, or to forbear to take, any action without the reasonable fees, costs and expenses of the Indemnified other Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if prior written consent (i) the claim for indemnification relates to unless such compromise or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised settlement includes no payments by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other handan unconditional release of, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense and no admission of an Asserted Liabilityliability by, the Indemnified Party shall promptly notify the Indemnifying Party from all liability in respect of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheldClaim). (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The Whenever any claim shall arise for indemnification hereunder, the party seeking entitled to indemnification under Section 15.02 (the “Indemnified Party”) agrees to give prompt shall promptly provide written notice of such claim to the other party against whom indemnity is sought (the “Indemnifying Party”), but in any event not later than thirty (30) days after receipt of the assertion notice of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably requestclaim from a third party. The failure to so notify the Indemnifying Party give such prompt written notice shall not not, however, relieve the Indemnifying Party of its obligations hereunderindemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure failure. Such notice by the Indemnified Party shall have actually materially prejudiced describe the claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Losses that has been or may be sustained by the Indemnified Party. If an Indemnifying Party fails to object to notice of an indemnification claim delivered by the Indemnified Party pursuant to this Section 7.3 within thirty (30) days, or only objects to a portion of such Loss, then the amount of Loss set forth in such notice (or if less, the amount which is not objected to by the Indemnifying Party) shall automatically become payable pursuant to Section 7.5. (b) The Subject to Section 7.3(c), 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, the Indemnifying Party shall have the rightParty, at its option, exercisable within 30 days after receipt of such sole cost and expense and upon written notice to the Indemnified Party of an unqualified written acknowledgement of the Indemnifying Party’s indemnification obligations under this Agreement with respect to such Action, may assume the defense of, at its own expense and by its own of any such Action with counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the . The Indemnified Party (“Asserted Liabilities”)shall be entitled to participate in the defense of any such Action, subject to the limitations set forth hereinwith its counsel and at its own cost and expense. If the Indemnifying Party shall undertake does not elect to compromise, settle or defend assume the defense of any such Asserted LiabilityAction, it shall promptly notify the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of its intention it to do sothe Indemnifying Party, and on such terms as the Indemnified Party agrees to cooperate fully may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party and of its counsel in the compromise or settlement of, or defense against, indemnification obligations herein provided with respect to any such Asserted Liability; provided, however, that the damages resulting therefrom. The Indemnifying Party shall not settle any such Asserted Liability Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed in any case in which the Indemnified party is given a full and complete release of any and all Liability by all relevant parties). Notwithstanding the above, if a firm offer is made to settle a third party claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party unless such settlement releases and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with respect such third party claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Asserted Liability Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such third party claim and in such event, the maximum liability of the Indemnifying Party as to such third party claim shall not exceed the amount of such settlement does offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such third party claim, the Indemnifying Party may settle the third party claim upon the terms set forth in such firm offer to settle such third party claim. If the Indemnified Party has assumed the defense pursuant this Section 7.3, it shall not impose injunctive agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). (c) Notwithstanding anything in Section 7.3(b) to the contrary, where the Buyer is the Indemnified Party, it shall have the right to conduct and control, through counsel of its choosing (such counsel subject to the reasonable approval of the Indemnifying Party) the defense, compromise and settlement of any Action that (i) seeks an injunction or other equitable relief against the Indemnified PartyBuyer or any of its Affiliates; (ii) involves a customer or supplier of the Business; or (iii) the settlement of which may act as an adverse and binding precedent upon the Buyer or its Affiliates with respect to similar claims or demands or which may have, in the Buyer’s reasonable judgment, a material adverse impact on the Business or on the Buyer’s broader business or operations. Notwithstanding an election by The Buyer may settle, adjust or compromise any Action described in the foregoing sentence after first conferring with the Seller. Additionally, any Indemnifying Party shall lose its right to assume contest, defend, litigate and settle the Action if it fails to accept a tender of the defense of the Action or if it shall fail to diligently contest the Action, and in such action or proceeding, event the Indemnified Party shall have the right to employ separate conduct and control, through counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrarychoosing, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable feesdefense, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, of any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheldAction. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party In the event that (i) a Party seeking indemnification under Section 15.02 (the “Indemnified Party”) agrees becomes aware of the existence of any claim in respect of which payment may be sought under this Article X (an “Indemnification Claim”), or (ii) any legal proceedings shall be instituted, or any claim shall be asserted, by any Person not party to give prompt this Agreement in respect of an Indemnification Claim (a “Third Party Claim”), the Indemnified Party shall promptly cause written notice thereof (a “Claim Notice”) to be delivered to the party against from whom indemnity indemnification is sought (the “Indemnifying Party”); provided that, so long as such notice is given within the applicable time period described in Section 10.2(a)(i) or Section 10.2(a)(ii), no delay on the part of the assertion of Indemnified Party in giving any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party notice shall not relieve the Indemnifying Party of its obligations hereunder, except any indemnification obligation hereunder unless (and then solely to the extent such failure shall have actually that) the Indemnifying Party is materially prejudiced by such delay. Each Claim Notice shall be in writing and (A) shall specify the Indemnifying basis for indemnification claimed by the Indemnified Party, (B) if such Claim Notice is being given with respect to a Third Party Claim, shall describe in reasonable detail such Third Party Claim and shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified 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 on account of the basis for the claim for indemnification. (b) The Indemnifying Party shall have the right, at its optionsole option and expense, exercisable to be represented by counsel of its choice and to defend against, negotiate, settle or otherwise handle any Indemnification Claim and if the Indemnifying Party elects to defend against, negotiate, settle or otherwise handle any Indemnification Claim, it shall within 30 fifteen (15) days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified underlying Third Party Claim (or sooner, if the nature of the Indemnification Claim so requires) (the “Asserted LiabilitiesDispute Period”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly ) notify the Indemnified Party of its intention intent to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, provided that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but (unless otherwise agreed to in writing by the Indemnified Party) and shall pay for the reasonable fees, costs fees and expenses of counsel retained by the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, Party if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, quasi criminal action or proceeding or (ii) the claim seeks an injunction or equitable relief against the Indemnified Party has been advised (any Indemnification Claim the defense of which is assumable by an Indemnifying Party hereunder, an “Assumable Claim”). If the Indemnifying Party does not elect within the Dispute Period to defend against, negotiate, settle or otherwise handle any Assumable Claim, the Indemnified Party may defend against, negotiate, settle or otherwise handle such Assumable Claim. If the Indemnifying Party elects to defend against, negotiate, settle with or otherwise handle any Assumable Claim, the Indemnified Party may participate, at its own expense, in the defense of such Assumable Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel that a at the reasonable likelihood exists expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate, or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict of interest exists between the Indemnified Party and the Indemnifying Party; 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 Assumable Claim. Seller, on the one hand, and the Indemnified PartyBuyer, on the other hand, agree to cooperate with each other in connection with the defense, negotiation or (iii) settlement of any such Assumable Claim. Notwithstanding anything in this Section 10.9 to the contrary, the Indemnifying Party failed shall not, without the written consent of the applicable Indemnified Party, settle or is failing compromise any Assumable Claim or permit a default or consent to prosecute entry of any judgment (each a “Settlement”) unless (A) the claimant and such Indemnifying Party provide to such Indemnified Party an unqualified release from all liability in respect of the Assumable Claim, (B) such Settlement does not impose any liabilities or defend obligations on the Indemnified Party, and (C) with respect to any non-monetary provision of such claim. If Settlement, such provisions would not, in the Indemnified Party’s reasonable judgment, have or be reasonably expected to have any material adverse effect on the business, Assets, condition (financial or otherwise), results of operations or prospects of the Indemnified Party. (c) After any final decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a Settlement or arbitration shall have been consummated, or the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after and the Indemnifying Party has declined shall have arrived at a mutually binding agreement with respect to exercise its option to assume the defense of an Asserted LiabilityIndemnification Claim hereunder, the Indemnified Party shall promptly notify forward to the Indemnifying Party notice of its intention any sums due and owing by the Indemnifying Party pursuant to do so, this Agreement with respect to such matter and the Indemnifying Party agrees shall make prompt payment thereof pursuant to cooperate fully the terms of the agreement reached with respect to the Indemnification Claim. (d) If the Indemnifying Party does not undertake within the Dispute Period to defend against an Assumable Claim, then the Indemnifying Party shall have the right to participate in any such defense at its sole cost and expense, but, in such case, the Indemnified Party shall control the investigation and its counsel defense. Notwithstanding the foregoing or anything in this Section 10.9(d) to the compromise or settlement ofcontrary, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability effect a Settlement without the prior written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld, conditioned or delayed. (ce) Each party shall cooperate, and cause their respective Affiliates to cooperate, In the event that an Indemnified Party has delivered a Claim Notice in the defense or prosecution respect of any an Indemnification Claim by that does not involve a Third Party Claim, the Indemnifying Party and the Indemnified Party shall furnish or cause attempt in good faith to be furnished resolve any disputes with respect to such records, information and testimonyClaim Notice within forty-five (45) days of the delivery by the Indemnifying Party thereof, and attend if not resolved in such conferencesforty-five (45) day period, discovery proceedings, hearings, trials or appeals, as such Indemnification Claim may be reasonably requested in connection therewithresolved through judicial actions, suits or proceedings brought by either such party or by such other means as such parties mutually agree.

Indemnification Procedures. (a) The party Party that is seeking indemnification under Section 15.02 indemnity (the “"Indemnified Party”") agrees to give prompt notice to from the party against whom indemnity is sought other Party (the “"Indemnifying Party”") of the assertion of any claimpursuant to this Section 7, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide shall give the Indemnifying Party prompt notice of any such information claim, allow the Indemnifying Party to control the defense or settlement of such claim and cooperate with respect thereto the Indemnifying Party in all matters related thereto; provided however that, prior to the Indemnifying Party assuming such defense and upon the request of the Indemnified Party, the Indemnifying Party shall demonstrate to the reasonable satisfaction of the Indemnified Party that the Indemnifying Party (a) is able to fully pay the reasonably anticipated indemnity amounts under this Section 7 and (b) takes steps satisfactory to the Indemnified Party to ensure its continued ability to pay such amounts. In the event the Indemnifying Party does not control the defense, the Indemnified Party may reasonably request. The failure to so notify defend against any such claim at the Indemnifying Party’s cost and expense, and the Indemnifying Party shall not relieve fully cooperate with the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Indemnified Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory no charge to the Indemnified Party), any matter involving in defending such potential Loss, including, without limitation, using reasonable commercial efforts to keep the asserted liability of relevant Worksite Employee available. In the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If event the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify controls the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceedingdefense, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding be entitled, at its own expense, to participate in, but not control, such defense. Notwithstanding anything herein The failure to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention any claim pursuant to do sothis Section shall not relieve such Indemnifying Party of any indemnification obligation that it may have to the Indemnified Party, and except to the extent that the Indemnifying Party agrees to cooperate fully with demonstrates that the defense of such action has been materially prejudiced by the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any Party’s failure to timely give such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheldnotice. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking Indemnified Party agrees that promptly after it becomes aware of facts giving rise to a claim for indemnification under Section 15.02 this Article II, it shall provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim; provided, however, that the Indemnified Party shall not submit claims more frequently than once each calendar quarter (or twice, in the “case of the calendar quarter in which the applicable indemnity coverage under this Agreement expires) unless such Indemnified Party”) agrees to give prompt Party believes in good faith that such a delay in notice to the party against whom indemnity is sought (Indemnifying Party would cause actual prejudice to the “Indemnifying Party”) of ’s ability to defend against the assertion of any applicable claim, or . Notwithstanding anything in this Article II to the commencement of any suit, Action or proceeding (eachcontrary, a “Claim”) delay by the Indemnified Party in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderunder this Article II, except to the extent that such failure shall have actually materially prejudiced caused actual prejudice to the Indemnifying Party’s ability to defend against the applicable claim. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt right to control all aspects of such notice to assume the defense ofof (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article II, at its own expense including, without limitation, the selection of counsel, the determination of whether to appeal any decision of any court and by its own counsel (which counsel the settlement of any such matter or any issues relating thereto; provided, however, that no such settlement shall be reasonably satisfactory to entered into without the Indemnified Party), any matter involving the asserted liability written consent of the Indemnified Party (“Asserted Liabilities”)with the concurrence of the Conflicts Committee in the case of the Partnership Group) unless it does not include any admission of fault, subject culpability or a failure to the limitations set forth herein. If the Indemnifying Party shall undertake to compromiseact, settle by or defend any on behalf of such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Party. (c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification under this Article II, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and its counsel in the compromise or settlement ofmaking available to the Indemnifying Party, or defense againstat no cost to the Indemnifying Party, of any such Asserted Liabilityemployees of the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceedingtherewith, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with use commercially reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its further agrees to maintain the confidentiality of all confidential files, records and other information furnished by the Indemnified Party pursuant to this Section 2.5. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the compromise or settlement of, or defense against, of any such Asserted Liabilityclaims covered by the indemnification set forth in this Article II; provided, however, that the Indemnified Party shall not settle may, at its own option, cost and expense, hire and pay for counsel in connection with any such Asserted Liability defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. (d) The date on which the Indemnifying Party receives notification of a claim for indemnification shall determine whether such claim is timely made. (e) Notwithstanding anything herein to the contrary, in no event shall any party’s indemnification obligation hereunder cover or include consequential, indirect, incidental, punitive, exemplary, special or similar damages or lost profits suffered by any other party entitled to indemnification under this Agreement. The Indemnified Party hereby agrees to use commercially reasonable efforts to realize any applicable insurance proceeds or amounts recoverable under contractual indemnities; provided, however, that the costs and expenses (including, without limitation, court costs and reasonable attorneys’ fees) of the written consent of Indemnified Party in connection with such efforts shall be promptly reimbursed by the Indemnifying Party, which such consent shall not be unreasonably withheld. (cf) Each party To the extent that the Indemnifying Party has made any indemnification payment hereunder in respect of a claim for which the Indemnified Parties have asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party shall cooperate, and cause their respective Affiliates be subrogated to cooperate, in the defense rights of the Indemnified Party to receive the proceeds of such insurance or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithcontractual indemnity.

Indemnification Procedures. (a) The party seeking Promptly after receipt by any entity entitled to indemnification under Section 15.02 (the “Indemnified Party”) agrees to give prompt this Article 19 of notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, commencement or the threatened commencement of any suitcivil, Action criminal, administrative, or investigative reaction or proceeding (each, involving a “Claim”) claim in respect of which indemnity may be sought under the indemnified Party will seek indemnification pursuant to this Article 19, the indemnified party shall notify the indemnifying Party of such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably requestclaim in writing. The failure Failure to so notify the Indemnifying indemnifying Party shall not relieve the Indemnifying indemnifying Party of its obligations hereunder, under this Agreement except to the extent it can demonstrate that it was prejudiced by such failure failure. Within 15 days following receipt of written notice from the indemnified Party relating to any claim, but no later than 10 days before the date on which any response to a complaint or summons is due, the indemnifying Party shall have actually materially prejudiced notify the Indemnifying Partyindemnified Party in writing if the indemnifying Party elects to assume control of the defense or settlement of that claim (a “Notice of Election”). (b) The Indemnifying If the indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, so long as it is actively defending such claim, the indemnifying Party shall be entitled to have sole control over the right, at its option, exercisable within 30 days after receipt defense and settlement of such notice to assume claim; provided that (i) the defense of, at its own expense and by its own counsel (which counsel indemnified Party shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and entitled to participate in the defense of such action or proceeding claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) where the indemnified Party is so represented, the indemnifying Party shall keep the indemnified Party ‘s counsel informed of each step in the handling of any such claim; (iii) the indemnified Party shall provide, at the indemnifying Party ‘s request and expense. Notwithstanding anything herein , such assistance and information as is available to the contraryindemnified Party for the defense and settlement of such claim; and (iv) the indemnifying Party shall obtain the prior written approval of the indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim. After the indemnifying Party has delivered a Notice of Election relating to any claim in accordance with the preceding paragraph, the Indemnifying indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory liable to the Indemnifying Party, if (i) indemnified Party for any legal expenses incurred by the claim for indemnification relates to or arises indemnified Party in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liabilitythat claim. In addition, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified indemnifying Party shall not settle be required to indemnify the indemnified Party for any amount paid or payable by the indemnified Party in the settlement of any claim for which the indemnifying Party has delivered a timely Notice of Election if such Asserted Liability amount was agreed to without the prior written consent of the Indemnifying indemnifying Party, which such consent shall not be unreasonably withheld. (c) Each party If the indemnifying Party does not deliver a Notice of Election relating to any claim within the required notice period or fails to actively defend such claim, the indemnified Party shall cooperatehave the right to defend and/or settle the claim in such manner as it may deem appropriate, at the cost and cause their respective Affiliates to cooperateexpense of the indemnifying Party. Provided that the indemnified Party acts in good faith, it may settle such claim on any terms it considers appropriate under the circumstances without in the defense or prosecution of any Claim by a Third Party and shall furnish or cause way affecting its right to be furnished indemnified hereunder. The indemnifying Party shall promptly reimburse the indemnified Party for all such records, information costs and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithexpenses.

Indemnification Procedures. (a) The party A Party seeking indemnification under this Section 15.02 9 for itself or any of its Affiliates or any of its or their respective officers, directors, members, managers, employees, agents and representatives (collectively in this capacity, the “Indemnified Party”) agrees to give prompt notice to shall promptly notify the party against Party from whom indemnity indemnification is sought (in this capacity, the “Indemnifying PartyIndemnitor”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) Liability in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject intends to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liabilityclaim indemnification; provided, however, that the Indemnifying failure to so notify the Indemnitor shall not affect the Indemnified Party’s rights to indemnification hereunder except to the extent that the Indemnitor is materially prejudiced by such failure. With respect to any Liabilities that relate to a third party claim, the Indemnified Party shall not settle permit the Indemnitor to control the defense of any such Asserted Liability without Liabilities; provided, however, if the written consent Indemnified Party reasonably determines that the joint representation of the Indemnified Party unless such settlement releases and the Indemnitor by a single counsel would result in a conflict of interest arising out of the joint representation by counsel selected by the Indemnitor of the interests of the Indemnitor and the Indemnified Party, the Indemnitor shall be entitled to engage separate counsel to represent the Indemnified Party from all liabilities (at the Indemnitor’s sole cost and obligations expense) and, if the Indemnitor fails to do so, the Indemnitor shall not be entitled to assume the Indemnified Party’s defense of such Liability. If the Indemnitor assumes the defense of any Liability, the Indemnitor shall consult with respect the Indemnified Party for the purpose of allowing the Indemnified Party to participate in such defense, but in such case the Asserted Liability and legal expenses of the settlement does not impose injunctive or other equitable relief against Indemnified Party incurred as a result of such participation shall be paid by the Indemnified Party. Notwithstanding an election by With respect to any Proceeding for which the Indemnifying Party to assume Indemnitor has assumed the defense of an Indemnified Party, the Indemnitor shall promptly inform the applicable Indemnified Party of all material developments related thereto, including copying such action Indemnified Party on all pleadings, filings and other correspondence relating thereto. If the Indemnitor fails to assume and defend a Liability or proceedingif, after commencing or undertaking any such defense, the Indemnitor fails to prosecute such Liability, the Indemnified Party shall have the right to employ separate counsel and to participate in undertake the defense of such action or proceeding at its own expensesettlement thereof. Notwithstanding anything herein With respect to the contrary, the Indemnifying Party shall not be entitled any Liabilities that relate to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such third party claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify have the Indemnifying Party of its intention right to do sosettle such Liabilities, and the Indemnifying Party agrees to cooperate fully with provided the Indemnified Party and its counsel consents in the compromise or settlement of, or defense against, any writing to such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Partysettlement, which such consent shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. The following procedures shall apply with respect to all claims by either a Seller Indemnitee or a Purchaser Indemnitee (a) The party seeking indemnification under Section 15.02 (the an “Indemnified Party”) agrees to for indemnification: (a) An Indemnified Party shall give the Purchaser or Sellers, as applicable, prompt notice to the party against whom indemnity is sought (the an “Indemnifying PartyIndemnification Notice”) of the assertion of any claim, third-party action with respect to which such Indemnified Party seeks indemnification pursuant to Section 7.1 or the commencement of any suit, Action or proceeding 7.2 (each, a “Third-Party Claim”) ), which shall describe in respect of which indemnity reasonable detail the Loss that has been or may be sought under such Section and will provide suffered by the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably requestIndemnified Party. The failure to so notify give the Indemnifying Party Indemnification Notice shall not relieve impair any of the Indemnifying rights or benefits of such Indemnified Party of its obligations hereunderunder Section 7.1 or 7.2, except to the extent such failure shall have actually materially prejudiced and adversely affects the ability of Purchaser or Sellers, as applicable (any of such parties, “Indemnifying PartyParties”) to defend such claim or increases the amount of such liability. (b) The Indemnifying In the case of any Third-Party Claims as to which indemnification is sought by any Indemnified Party, such Indemnified Party shall have the rightbe entitled, at its optionthe sole expense and liability of the Indemnifying Parties, exercisable to exercise full control of the defense, compromise or settlement of any Third-Party Claim unless the Indemnifying Parties, within 30 a reasonable time after the giving of an Indemnification Notice by the Indemnified Party (but in any event within ten (10) days after receipt thereafter), shall (i) deliver a written confirmation to such Indemnified Party that the indemnification provisions of Section 7.1 or 7.2 are applicable to such action and the Indemnifying Parties will indemnify such Indemnified Party in respect of such notice action pursuant to the terms of Section 7.1 or 7.2 and, notwithstanding anything to the contrary, shall do so without asserting any challenge, defense, limitation on the Indemnifying Parties liability for Losses, counterclaim or offset, (ii) notify such Indemnified Party in writing of the intention of the Indemnifying Parties to assume the defense ofthereof, at its own expense and by its own (iii) retain legal counsel (which counsel shall be reasonably satisfactory to such Indemnified Party to conduct the Indemnified Partydefense of such Third-Party Claim. (c) If the Indemnifying Parties assume the defense of any such Third-Party Claim pursuant to Section 7.3(b), any matter involving the asserted liability of then the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If shall cooperate with the Indemnifying Party shall undertake to compromise, settle or defend Parties in any such Asserted Liability, it shall promptly notify manner reasonably requested in connection with the Indemnified Party of its intention to do sodefense, and the Indemnified Party agrees shall have the right to cooperate be kept fully with informed by the Indemnifying Party Parties and its their legal counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and status of any legal proceedings, to the settlement does extent not impose injunctive inconsistent with the preservation of attorney-client or other equitable relief against the Indemnified Partywork product privilege. Notwithstanding an election by If the Indemnifying Party to Parties so assume the defense of any such action or proceeding, Third-Party Claim the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of such Indemnified Party unless (i) the Indemnifying Parties have agreed to pay such fees and expenses, or (ii) the named parties to any such Third-Party Claim (including any impleaded parties) include an Indemnified Party and an Indemnifying Party and such Indemnified Party shall have been advised by its counsel that there may be a conflict of interest between such Indemnified Party and the Indemnifying Parties in the conduct of the defense thereof, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Parties. (d) If the Indemnifying Parties elect to assume the defense of any Third- Party Claim pursuant to Section 7.3(b), the Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Indemnifying Parties withdraw from or fail to vigorously prosecute the defense of such action asserted liability, or proceeding unless a judgment is entered against the Indemnified Party for such liability. If the Indemnifying Parties do not elect to defend, or if, after commencing or undertaking any such defense, the Indemnifying Parties fail to adequately prosecute or withdraw such defense, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at its own the Indemnifying Parties’ expense. Notwithstanding anything herein to the contrary, the Indemnifying Party Parties shall not be entitled to assume control, but may participate in, and the Indemnified Party (at the expense of the Indemnifying Parties) shall be entitled to have sole control over, the defense or settlement of such defense but shall pay for the reasonable fees(i) that part of any Third Party Claim (x) that seeks a temporary restraining order, costs and expenses of a preliminary or permanent injunction or specific performance against the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory or (y) to the Indemnifying Party, if (i) extent such Third Party Claim involves criminal allegations against the claim for indemnification relates to Indemnified Party or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified entire Third Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, Claim if such Third Party Claim would impose liability on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If part of the Indemnified Party shall undertake in an amount which is greater than the amount as to compromise, settle or defend any Asserted Liability in accordance with which the immediately preceding sentence or after Indemnified Party is entitled to indemnification under this Agreement. In the Indemnifying event the Indemnified Party has declined to exercise its option to assume retains control of the defense of an Asserted LiabilityThird Party Claim, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall will not settle any such Asserted Liability the subject claim without the prior written consent of the Indemnifying Party, which such consent shall will not be unreasonably withheldwithheld or delayed. (ce) Each party If the Indemnified Party undertakes the defense of any such Third-Party Claim pursuant to Section 7.1 or 7.2 and proposes to settle the same prior to a final judgment thereon or to forgo appeal with respect thereto, then the Indemnified Party shall cooperategive the Indemnifying Parties prompt written notice thereof and the Indemnifying Parties shall have the right to participate in the settlement, and cause their respective Affiliates to cooperateassume or reassume the defense thereof or prosecute such appeal, in each case at the defense Indemnifying Parties’ expense. The Indemnifying Parties shall not, without the prior written consent of such Indemnified Party settle or prosecution compromise or consent to entry of any judgment with respect to any such Third-Party Claim by a (i) in which any relief other than the payment of money damages is or may be sought against such Indemnified Party, (ii) in which such Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may Claim could be reasonably requested expected to impose or create a monetary liability on the part of the Indemnified Party (such as an increase in connection therewiththe Indemnified Party’s income Tax) other than the monetary claim of the third party in such Third-Party Claim being paid pursuant to such settlement or judgment, or (iii) which does not include as an unconditional term thereof the giving by the claimant, person conducting such investigation or initiating such hearing, plaintiff or petitioner to such Indemnified Party of a release from all liability with respect to such Third-Party Claim and all other actions (known or unknown) arising or which might arise out of the same facts.

Indemnification Procedures. Each Party, on behalf of itself and its respective Licensor Indemnitees or Company Indemnitees (aeach such Person, an "Indemnitee"), agrees to provide the indemnifying Party prompt written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a "Claim") The party seeking for which such Indemnitee intends to assert a right to indemnification under Section 15.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liabilitythis Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee's entitlement to indemnification (or the Indemnifying corresponding indemnifying Party's indemnification obligations) hereunder except to the extent that the indemnifying Party shall have been prejudiced as a result of such failure. The indemnifying Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long as, the indemnifying Party has recognized in a written notice to the Indemnitee provided within thirty (30) days of such Asserted Liability without written notice its obligation to indemnify the Indemnitee for any Licensor Losses or Company Losses (as the case may be) relating to such Claim; provided, however, that if the indemnifying Party assumes control of the defense, settlement or disposition of a Claim, the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Indemnified Claim. If the indemnifying Party unless fails to state in a written notice during such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party thirty (30) day period its willingness to assume the defense of such action or proceedinga Claim, the Indemnified Party Licensor Indemnitee(s) or Company Indemnitee(s), as the case may be, shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromisedefend, settle or defend any Asserted Liability in accordance with otherwise dispose of such Claim, subject to the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense applicable provides of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, Sections 7.1 and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld7.2. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. If subsequent to the Closing any claim (aa "Claim") The is asserted against a party seeking to this Agreement as to which such party believes it is entitled to indemnification under Section 15.02 this Agreement, such party (the “"Indemnified Party”") agrees to give prompt notice to shall promptly after learning of such Claim notify in writing the party against whom indemnity is sought obligated to indemnify it (the “"Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”") in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably requestwriting. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable upon written notice to the Indemnified Party within 30 15 days after receipt from the Indemnified Party of written notice of such notice Claim, to assume conduct at its expense the defense of, at against such Claim in its own expense and by its own counsel (which counsel shall be reasonably satisfactory to name, or if necessary in the name of the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake fail to compromise, settle or defend any give such Asserted Liabilitynotice, it shall promptly notify the Indemnified Party of its intention be deemed to do so, and the Indemnified Party agrees have elected not to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume conduct the defense of the subject Claim, and in such action or proceeding, event the Indemnified Party shall have the right to employ separate counsel conduct such defense and to participate in compromise and settle the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance Claim with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the prior written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates . If the Indemnifying Party does elect to cooperate, in conduct the defense or prosecution of any Claim by a Third the subject Claim, the Indemnified Party will cooperate with and shall furnish or cause make available to be furnished the Indemnifying Party such records, information assistance and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, materials as may be reasonably requested by it, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in connection therewiththe defense, provided that the Indemnified Party shall have the right to compromise and settle the Claim only with the prior written consent of the Indemnifying Party. Any judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunder.

Indemnification Procedures. Whenever any claim arises for indemnification hereunder, the Indemnified Party shall promptly provide written notice of such claim to the Indemnifying Party. Such notice by the Indemnified Party shall: (a) The party seeking indemnification under Section 15.02 describe the claim in reasonable detail; (b) include copies of all material written evidence thereof; and (c) indicate the “estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party”) agrees . In connection with any claim giving rise to give prompt indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the party against whom indemnity is sought (Indemnified Party, may assume the “defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense, subject to the Indemnifying Party”) of 's right to control the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide defense thereof. If the Indemnifying Party does not assume the defense of any such information with respect thereto that Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may reasonably request. The failure to so notify deem appropriate and no action taken by the Indemnifying Indemnified Party in accordance with such defense and settlement shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except herein provided with respect to the extent such failure any damages resulting therefrom. Seller and Buyer shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume cooperate with each other in all reasonable respects in connection with the defense ofof any claim, at its own expense and by its own counsel including: (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party i) making available (“Asserted Liabilities”), subject to the limitations set forth hereinprovisions of Section 5.01) records relating to such claim; and (ii) furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such claim. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the The Indemnifying Party shall not settle any such Asserted Liability Action without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the 's prior written consent of the Indemnifying Party, (which such consent shall not be unreasonably withheld, conditioned or delayed). (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking indemnification Party claiming indemnity under Section 15.02 this Article 9 (the “Indemnified Party”) agrees to shall give prompt written notice to the party against Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of the assertion of any claim, or the commencement of any suit, Action proceeding or proceeding cause of action for which indemnity is being sought (each, a “Claim”) in respect of which indemnity may be sought under such Section and will ). The Indemnified Party shall provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderreasonable assistance, except to the extent such failure shall have actually materially prejudiced at the Indemnifying Party. (b) ’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnifying Indemnified Party shall have the right, may participate in and monitor such defense with counsel of its own choosing at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own sole expense and by its own counsel (which counsel shall not be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liabilityindemnification; provided, however, that the Indemnifying Party shall have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any such Asserted Liability Claim without the prior written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect Party, not to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Partybe unreasonably withheld. Notwithstanding an election by So long as the Indemnifying Party to assume is actively defending the defense of such action or proceedingClaim in good faith, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, which such consent shall not be unreasonably withheld. (ca) Each party shall cooperatethe Indemnified Party may defend against, and cause their respective Affiliates consent to cooperate, in the defense or prosecution entry of any judgment or enter into any settlement with respect to the Claim by a Third in any manner the Indemnified Party may deem reasonably appropriate (and shall furnish the Indemnified Party need not consult with, or cause to be furnished such recordsobtain any consent from, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested the Indemnifying Party in connection therewith), and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party as provided in this Article 9.

Indemnification Procedures. (a1) The If any third party seeking makes a claim against a RoweCom Indemnitee or Intelisys Indemnitee (each, an "Indemnitee"), with respect to which the Indemnitee ---------- intends to seek indemnification under Section 15.02 (6.01 or Section 6.02, the “Indemnified Party”) agrees to ------------ ------------ Indemnitee shall give prompt notice of such claim to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding other Party (each, an "Indemnifying Party"), including a “Claim”brief description of the ------------------ amount and basis therefor, if known. (2) in respect Upon receipt of which indemnity may be sought under such Section and will provide notice from the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify Indemnitee, the Indemnifying Party shall not relieve defend Indemnitee against such claim, and the Indemnitee shall cooperate fully with, and assist, the Indemnifying Party in its defense of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Partyclaim. (b3) The Indemnifying Party shall have keep the right, Indemnitee fully apprised at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory all times as to the Indemnified Party), any matter involving the asserted liability status of the Indemnified Party defense. (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party 4) The Indemnitee shall have the right to employ its own separate counsel and to participate in any such action, but the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs fees and expenses of the Indemnified Party’s legal counsel, which such counsel shall be reasonably satisfactory at the expense of the Indemnitee; provided that if (a) the Parties agree that it is advantageous to the Indemnifying Party, if defense for the Indemnitee to employ its own counsel or (ib) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel Indemnitee reasonably concludes that a reasonable likelihood exists of there may be a conflict of interest between the Indemnifying Party, on the one hand, Party and the Indemnified PartyIndemnitee in the conduct of the defense of such claim (in which case, the Indemnifying Party shall not have the right to direct or participate in the defense of such claim on behalf of the other handIndemnitee), then, in each such instance, the reasonable fees and expenses of counsel for the Indemnitee shall be equally shared by the Parties. Neither the Indemnifying Party nor the Indemnitee shall be liable for any settlement of any action or claim effected without its consent. (iii5) Until (a) the Indemnitee receives notice from the Indemnifying Party that it will defend and (b) the Indemnifying Party failed or is failing to prosecute or defend assumes such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liabilitydefense, the Indemnified Party shall promptly notify Indemnitee may, at any time after 10 days from the date of the notice to the Indemnifying Party of its intention to do sothe claim, resist the claim or, after consultation with and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, settle or otherwise compromise or pay the claim. The Indemnifying Party shall pay all costs of the Indemnitee arising out of or relating to such defense and any such approved settlement, compromise or payment. The Indemnitee shall keep the Indemnifying Party fully apprised at all times as to the status of the defense. Following indemnification, the Indemnifying Party shall be subrogated to all rights of the Indemnitee with respect to the matters for which such consent indemnification has been made. Notwithstanding the foregoing, the Indemnitee shall not be unreasonably withheld. (c) Each party shall cooperateretain, assume or reassume sole control over, and cause their respective Affiliates to cooperateall expenses relating to, in every aspect of the defense or prosecution that it believes is not the subject of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithindemnification.

Indemnification Procedures. 10.4.1. A Party's obligations of indemnification with respect to any Claim are contingent upon the Party seeking indemnification (or other Indemnitee) providing the indemnifying Party: (a) The party seeking indemnification under Section 15.02 (the “Indemnified Party”) agrees to give prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion Claim; (b) the opportunity to settle or defend against the Claim at the sole expense of any claimthe indemnifying Party; and, (c) reasonable assistance in defending against or settling the commencement Claim at the sole expense of any suitthe indemnifying Party. Except as otherwise provided for in this Subsection, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying indemnifying Party shall not relieve be liable for any cost, expense, or compromise incurred or made by the Indemnifying Party of its obligations hereunderseeking indemnification (or other Indemnitee) in any legal action without the indemnifying Party’s prior written consent, except to the extent such failure which shall not be unreasonably withheld. The indemnifying Party shall have actually materially prejudiced sole control of the Indemnifying Party. defense and of all negotiations for settlement of a Claim and the Party seeking indemnification shall not independently defend or respond to a Claim; provided, however, that: (ba) The Indemnifying the Party seeking indemnification shall have the right, at its optionown expense, exercisable within 30 days after receipt to monitor the indemnifying Party’s defense of such notice a Claim; and, (b) the Party seeking indemnification may defend or respond to assume the defense ofa Claim, at its own expense and by its own counsel (which counsel shall be the indemnifying Party’s expense, if the Party seeking indemnification reasonably satisfactory determines that such defense or response is necessary to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party preclude a default judgment from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief being entered against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expenseIndemnitee. 10.4.2. Notwithstanding anything herein in the Agreement to the contrary, the Indemnifying a Party shall not be entitled to assume control indemnify for that portion of such defense but shall pay for the reasonable fees, costs and expenses a Claim proximately caused by: (a) a negligent act or omission of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if Party seeking indemnification (ior other Indemnitee); (b) the claim for indemnification relates to Citizens’ unauthorized use or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent modification of the Indemnifying PartyServices; or, which such consent shall not be unreasonably withheld. (c) Each party shall cooperateVendor’s unauthorized use of Citizens Data (in the case of Vendor seeking indemnification). 10.4.3. The obligations in this Section are separate and apart from, and cause their respective Affiliates in no way limit a Party' rights under any insurance, including insurance provided pursuant to cooperate, in the defense Agreement or prosecution otherwise. 10.4.4. The provisions of this Section shall survive the termination of the Agreement or any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithterminated part thereof.

Indemnification Procedures. (a) The party seeking indemnification Party claiming indemnity under Section 15.02 this Article 15 (the “Indemnified Party”) agrees to shall give prompt written notice to the party against Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of the assertion of any claim, or the commencement of any suit, Action proceeding or proceeding cause of action for which indemnity is being sought (each, a “Claim”) in respect of which indemnity may be sought under such Section and will ). The Indemnified Party shall provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderreasonable assistance, except to the extent such failure shall have actually materially prejudiced at the Indemnifying Party. (b) ’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided however, the Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice right to assume and conduct the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party Claim with counsel of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the choice. The Indemnifying Party shall not settle any such Asserted Liability Claim without the prior written consent of the Indemnified Party Party, not to be unreasonably withheld, unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against involves only the Indemnified Partypayment of money. Notwithstanding an election by So long as the Indemnifying Party to assume is [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. actively defending the defense of such action or proceedingClaim in good faith, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, which such consent shall not be unreasonably withheld. (ca) Each party shall cooperatethe Indemnified Party may defend against, and cause their respective Affiliates consent to cooperate, in the defense or prosecution entry of any judgment or enter into any settlement with respect to the Claim by a Third in any manner the Indemnified Party may deem reasonably appropriate (and shall furnish the Indemnified Party need not consult with, or cause to be furnished such recordsobtain any consent from, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested the Indemnifying Party in connection therewith), and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party as provided in this Article 15.

Indemnification Procedures. (a) The party Any Indemnified Party seeking indemnification under pursuant to Section 15.02 (the “9.1 with respect to a claim, action, suit or proceeding by a Person who is not a Indemnified Party”) agrees to Party shall give prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) Party of the assertion of any claim, or the commencement of any suitaction, Action suit or proceeding (eachproceeding, a “Claim”) in respect of which indemnity may be sought under hereunder, provided that the failure to give such Section and will provide notice shall not affect the Indemnified Party's rights to indemnification hereunder unless such failure shall prejudice in any material respect the ability of the Indemnifying Party to defend such information with respect thereto that the Indemnifying Party may reasonably requestclaim, action, suit or proceeding. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice right to assume the defense ofof any such action, suit or proceeding at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liabilityexpense; provided, however, that (i) such claim, action, suit or proceeding seeks only monetary damages and, in the reasonable judgment of the Indemnified Party, the Indemnifying Party has adequate financial and other resources to undertake such defense and satisfy any indemnifiable Losses arising from such action, suit or proceeding and (ii) the selection of counsel is approved by the Indemnified Party (which approval shall not be unreasonably withheld or delayed). If such claim, action, suit or proceeding seeks relief other than or in addition to monetary damages or if the Indemnified Party so determines that the Indemnifying Party does not have adequate resources, or the Indemnifying Party shall elect not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of any such action action, suit or proceeding, or fails to make such an election within twenty (20) days after it receives such notice pursuant to the first sentence of this Section 9.2, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to may assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which with counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, choice and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.at the

Indemnification Procedures. Each Party, on behalf of itself and its respective Surgica Indemnitees or Company Indemnitees (aeach such Person, an "Indemnitee"), agrees to provide the indemnifying Party prompt written notice of any action, claim, demand, discovery of fact, proceeding or suit (collectively, a "Claim") The party seeking for which such Indemnitee intends to assert a right to indemnification under Section 15.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liabilitythis Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee's entitlement to indemnification (or the Indemnifying corresponding indemnifying Party's indemnification obligations) hereunder except to the extent that the indemnifying Party shall have been prejudiced as a result of such failure. The indemnifying Party shall have the initial right (but not obligation) to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the preceding sentence if, and for so long as, the indemnifying Party has recognized in a written notice to the Indemnitee provided within thirty (30) days of such Asserted Liability without written notice its obligation to indemnify the Indemnitee for any Surgica Losses or Company Losses (as the case may be) relating to such Claim; provided, however, that if the indemnifying Party assumes control of the defense, settlement or disposition of a Claim, the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Indemnified Claim. If the indemnifying Party unless fails to state in a written notice during such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party thirty (30) day period its willingness to assume the defense of such action or proceedinga Claim, the Indemnified Party Surgica Indemnitee(s) or Company Indemnitee(s), as the case may be, shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromisedefend, settle or defend any Asserted Liability in accordance with otherwise dispose of such Claim, subject to the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense applicable provides of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, Sections 9.1 and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld9.2. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The If any third party seeking asserts any claim against a party to this Agreement which, if successful, would entitle the party to indemnification under Section 15.02 this Article X (the “Indemnified Party”) agrees to ), it shall give prompt notice of such claim to the party against from whom indemnity is sought it intends to seek indemnification (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party shall have the right to assume the defense and, subject to Section 10.2(b), settlement of such information with respect thereto that claim at its expense by representatives of its own choosing acceptable to the Indemnifying Indemnified Party may reasonably request(which acceptance shall not be unreasonably withheld). The failure of the Indemnified Party to so notify the Indemnifying Party of such claim shall not relieve the Indemnifying Party of its obligations hereunderany liability that the Indemnifying Party may have with respect to such claim, except to the extent that the defense is materially prejudiced by such failure failure. The Indemnified Party shall have actually materially prejudiced the right to participate in the defense of such claim at its expense (which expense shall not be deemed to be a Loss), in which case the Indemnifying Party shall cooperate in providing information to and consulting with the Indemnified Party about the claim. If the Indemnifying Party fails or does not assume the defense of any such claim within 15 days after written notice of such claim has been given by the Indemnified Party to the Indemnifying Party, the Indemnified Party may defend against or, subject to Section 10.2(b), settle such claim with counsel of its own choosing at the expense (to the extent reasonable under the circumstances) of the Indemnifying Party. (b) The If the Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to does not assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter of a claim involving the asserted liability of the Indemnified Party (“Asserted Liabilities”)under this Article X, subject to the limitations set forth herein. If the Indemnifying Party no settlement of such claim shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify be made by the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the prior written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. withheld or delayed. If the Indemnifying Party assumes the defense of such a claim, (ci) Each party shall cooperateno settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent 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 claim that may be made against the Indemnified Party, (B) the sole relief provided is monetary damages that have been paid in full by the Indemnifying Party, and cause their respective Affiliates (C) the settlement includes, as an unconditional term thereof, the giving by the claimant or the plaintiff to cooperatethe Indemnified Party of a release in form and substance reasonably satisfactory to the Indemnified Party, from all liability in the defense or prosecution respect of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimonyclaim, and attend such conferences(ii) the Indemnified Party shall have no liability with respect to any compromise or settlement thereof effected without its consent. Notwithstanding anything in this Agreement to the contrary, discovery proceedings, hearings, trials the Litigation shall not be settled or appeals, as may be reasonably requested in connection therewithcompromised on any terms and conditions without the prior written consent of Seller’s Representative.

Indemnification Procedures. (a) The party seeking With respect to any claims to which the indemnification provisions of this Agreement apply, the Parties shall comply with the following procedures. Promptly after receipt of notice by any entity entitled to indemnification under Section 15.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) this Agreement of the assertion of any claim, commencement or the threatened commencement of any suit, Action or proceeding (each, a “Claim”) claim in respect of which indemnity may a party entitled to be sought indemnified hereunder (each an "Indemnified Party") will seek indemnification under this Agreement, the Indemnified Party shall notify the party obligated to indemnify the Indemnified Party (the "Indemnifying Party") of such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably requestclaim in writing. The failure Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, under this Agreement except to the extent such failure shall that it can demonstrate that its rights have actually materially been prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt as a result of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth hereinfailure. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, Provided that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities promptly and appropriately performs its indemnification obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contraryhereunder, the Indemnifying Party shall not be entitled to assume have sole control over the defense and settlement of such defense but claim. The Indemnified Party shall pay for provide reasonable cooperation (at the reasonable feesIndemnifying Party's expense) and full authority to defend or settle the Claim. The Indemnifying Party shall keep the Indemnified Party fully informed concerning the status of any litigation, costs negotiations or settlements of any such Claim. The Indemnified Party shall be entitled, at its own expense, to participate in any such litigation, negotiations and expenses settlements with counsel of its own choosing. The Indemnifying Party shall not have the right to settle any Claim if such settlement arises from or is part of any criminal action or proceeding, or contains a stipulation to, or an admission or acknowledgement of, any wrongdoing (whether in tort or otherwise) on the part of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the prior written consent of the Indemnifying such Indemnified Party, which such consent shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The Whenever any claim shall arise for indemnification hereunder, the party seeking entitled to indemnification under Section 15.02 (the “Indemnified Party”) agrees to give prompt shall promptly provide written notice of such claim to the other party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim); provided, or the commencement of any suithowever, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party materially prejudices the Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim, action, demand, or proceeding brought by a Person who is not an Indemnified Party (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. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel 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 Action in such manner as it may deem appropriate, including settling such Action, 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 indemnification obligations hereunder, except herein provided with respect to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) any damages resulting therefrom. The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability Action without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the prior written consent of the Indemnifying Party, (which such consent shall not be unreasonably withheld. (c) Each party withheld or delayed). Notwithstanding the foregoing, Purchaser shall cooperatehave the right in its sole discretion to conduct the defense of, and cause their respective Affiliates to cooperatesettle, in the defense or prosecution of any Claim by a Third Party Claim for which it may seek indemnification and shall furnish or cause be fully indemnified therefor subject to be furnished such records, information the terms and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithconditions of this Agreement.

Indemnification Procedures. (a) a. The party Party seeking indemnification under Section 15.02 (the “Indemnified Party”) agrees pursuant to give prompt notice to this Article VI shall promptly notify the indemnifying party against whom indemnity is sought (the “Indemnifying Party”) ), in writing, of such claim describing such claim in reasonable detail; provided, however, that the assertion failure to provide such notice shall not affect the obligations of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except unless and only to the extent such failure shall have it is actually materially prejudiced the Indemnifying Partythereby. (b) b. The Indemnifying Party shall have the right, at its option, exercisable right within 30 thirty (30) days after receipt of such notice to assume the defense oftake control, at through counsel of its own expense and by its own counsel choosing (which counsel shall be but reasonably satisfactory acceptable to the Indemnified Party)) and at its own cost and expense, any matter involving the asserted liability of settlement, or defense thereof unless: (i) the Indemnifying Party is also a party to the proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate; or (“Asserted Liabilities”), subject to the limitations set forth herein. If ii) the Indemnifying Party shall undertake fails to compromise, settle or defend any such Asserted Liability, it shall promptly notify provide reasonable assurance to the Indemnified Party of its intention financial capacity to do sodefend such proceeding, and the Indemnified Party agrees to cooperate fully provide indemnification with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the respect thereto. The Indemnifying Party shall not settle any such Asserted Liability not, without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed, or conditioned), settle or compromise any action, unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against compromise includes an unconditional release of the Indemnified Party. Notwithstanding an election by If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of notice of a claim of indemnity hereunder that it elects to assume undertake the defense of such action or proceedingthereof, the Indemnified Party shall have the right to employ separate counsel and to participate in contest, settle, or compromise the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party claim but shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability claim without the written consent of the Indemnifying Party, Party (which such consent shall not be unreasonably withheld, delayed, or conditioned). (c) Each party c. The Indemnifying Party and the Indemnified Party shall cooperate, and cause their respective Affiliates to cooperate, cooperate fully in the defense or prosecution all aspects of any Claim by a Third investigation, defense, pre-trial activities, trial, compromise, settlement, or discharge of any claim in respect of which indemnity is sought pursuant to this Article VI, including, without limitation, providing the other Party with reasonable access to employees and officers (including as witnesses) and other information. The remedies provided in this Article VI shall furnish not be exclusive of or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as limit any other remedies that may be reasonably requested in connection therewithavailable to the Indemnified Parties. d. The Indemnifying Party shall reimburse the Indemnified Party for all losses within thirty (30) days of receipt of notice from the Indemnified Party setting forth the amount of such losses.

Indemnification Procedures. (a) The obligation to indemnify under Sections 8.1, 8.2 and 8.5 is conditioned upon receiving from the party seeking indemnification under Section 15.02 (the “"Indemnified Party”") agrees to give prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion or institution of a claim arising from or related to any Loss ("Claim") after the Indemnified Party has actual knowledge of such a Claim, PROVIDED that the failure of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Indemnified Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement except to the extent that such failure shall have actually results in a lack of notice to the Indemnifying Party and the Indemnifying Party is materially prejudiced as a result of such failure to give notice. Upon written unqualified acknowledgement of its indemnification obligations with respect to a third-party Claim, the party from whom indemnification is sought (the "Indemnifying Party. (b") The Indemnifying Party shall have the absolute right, at in its optionsole discretion and expense, exercisable within 30 days after receipt of to elect to defend, contest, settle or otherwise protect against any such notice to assume the defense of, at its own expense and by its own Claim with legal counsel (which counsel shall be reasonably satisfactory acceptable to the Indemnified Party), any matter involving ; PROVIDED that the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend relief sought in any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, Claim is for money damages only and the Indemnified Party agrees to cooperate fully with reasonably determines that the Indemnifying Party has the financial resources to pay such damages; and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, PROVIDED FURTHER that the Indemnifying Party shall not settle or compromise any such Asserted Liability Claim without the written consent of the Indemnified Party unless such Party, which consent to settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does or compromise shall not impose injunctive or other equitable relief against the Indemnified Partybe unreasonably withheld. Notwithstanding an election by If the Indemnifying Party to assume the defense of conducts such action or proceedingdefense, the Indemnified Party shall have the right right, but not the obligation, to employ separate counsel and to participate in the defense of such action or proceeding participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. Notwithstanding anything herein The Indemnified Party shall, and shall cause its affiliates to, at the cost of the Indemnifying Party, at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, and make their employees available or otherwise render reasonable assistance to the contraryIndemnifying Party in its defense of any action being indemnified hereunder. In the event the Indemnified Party, without the prior consent of the Indemnifying Party (which consent shall not be unreasonably withheld), makes any settlement with respect to any Claim, the Indemnifying Party shall not be entitled bound to assume control such settlement. In the event the Indemnifying Party fails timely to defend, contest or otherwise protect against any suit, action, investigation, claim or preceding related to a Claim, Indemnified Party shall have the right, but not the obligation, to defend, contest, assert crossclaims, or counterclaims or otherwise protect against the same and may make any compromise or settlement thereof and recover and be indemnified for the entire cost thereof from the Indemnifying Party including, without limitation, legal expenses, disbursements and all amounts paid as a result of such defense but suit, action, investigation, claim, proceeding, crossclaim or counterclaim or compromise or settlement thereof, and provided, further, if the Indemnified Party should incur any such expense, the Indemnifying Party shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel's interest incurred on all such amounts, which counsel shall be reasonably satisfactory to from the date incurred by the Indemnified Party through the date of payment by the Indemnifying Party, if (i) at a rate per annum equal to the claim for indemnification relates publicly announced base interest rate of Citibank, N.A., in New York City, in effect from time to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Partytime, which rate shall change as and when such consent base interest rate shall not be unreasonably withheldchange. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking indemnification under Section 15.02 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 PartyParties”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim), or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under against the other party hereto, such Section and will provide the Indemnifying Indemnified Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so shall promptly notify the Indemnifying indemnifying party in writing. If the indemnifying party has also been named in such action, the indemnifying party shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. If the indemnifying party has not also been named in such action, the Indemnified Party shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. In either circumstance, the parties shall keep each other reasonably informed of the progress of such action or claim, including any settlement discussions regarding the same. Notwithstanding the foregoing, the omission to notify the indemnifying party shall not relieve the Indemnifying it from any liability which it may have to any Indemnified Party of its obligations hereunder, except to the extent such failure shall have actually indemnifying party has been materially prejudiced the Indemnifying Partyby such failure. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Any Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to thereof, but the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs fees and expenses of the Indemnified Party’s legal counsel, which such counsel shall be reasonably satisfactory to at the Indemnifying Party, if expense of such Indemnified Party unless (i) the claim for indemnification relates indemnifying party has agreed in writing to or arises in connection with any criminal proceeding, action, indictment, allegation or investigationpay such fees and expenses, (ii) the Indemnified Party indemnifying party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between failed to assume the Indemnifying Party, on the one hand, defense and the Indemnified Party, on the other handemploy counsel, or (iii) the Indemnifying named parties to any such action (including any impleaded party) included such Indemnified Party failed or is failing to prosecute or defend and the indemnifying party and such claim. If the Indemnified Party shall undertake have been advised by counsel that there may be one or more legal defenses available to compromiseit 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 such Indemnified Party notifies the indemnifying party, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after indemnifying party shall not have the Indemnifying Party has declined to exercise its option right to assume the defense of an Asserted Liabilitysuch action on behalf of such Indemnified Party, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; providedit 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 Party shall not settle any such Asserted Liability Parties. (c) No indemnifying party shall, without the written consent of the Indemnifying 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 may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such consent 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 to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party. (d) The indemnifying party shall not be unreasonably withheldliable 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, 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. (ce) Each party Neither the Distributor nor the Trust on behalf of each Fund shall cooperateindemnify any person pursuant to this Section 7 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his or her willful misfeasance, bad faith or gross negligence in the performance of his or her duties, or his or her reckless disregard of any obligations and cause their respective Affiliates to cooperateduties, under this Agreement (“disabling conduct”) or, in the defense absence of such a decision, a reasonable determination (based upon a review of the facts) that such person was not liable by reason of disabling conduct has been made, in respect of the Trust, by the vote of a majority of a quorum of the trustees of the Trust who are neither “interested parties” (as defined in the 0000 Xxx) nor parties to the proceeding, or prosecution by independent legal counsel in a written opinion. (f) The obligations of the indemnifying party under this Section 7 shall be in addition to any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as liability that the indemnifying party may be reasonably requested in connection therewithotherwise have.

Indemnification Procedures. (a) The party Party seeking indemnification under Section 15.02 Sections 19.1 or 19.2 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought Party providing such indemnification (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide promptly after receipt of notice from a Third Party of the assertion of such claim or the commencement of such suit, action or proceeding. In the event indemnification is sought with respect to a direct claim by the Indemnified Party, notice shall be given within sixty (60) days of the discovery of the event, action, or state of facts for which indemnification is sought. With respect to Third Party claims, the Indemnifying Party shall, subject to Clause (b) below, be entitled at its own expense to participate in or, to the extent that it shall wish to do so, to assume the defense with its own counsel of any such information with respect thereto that claim, suit, action or proceeding. If the Indemnifying Party may reasonably requestelects to assume such defense, it shall select counsel for and be liable to the Indemnified Party for fees of counsel. The failure Failure to so notify the Indemnifying Party give notice in a timely manner shall not relieve the Indemnifying Party of its obligations hereunder, except only to the extent it is actually prejudiced by such failure shall have actually materially prejudiced the Indemnifying Partydelay. (b) The Indemnifying In the event that the Indemnified Party shall have been advised by counsel that representation of both Parties by the rightsame counsel would be inappropriate due to an actual or potential conflict of interest between them, at its optionor that there are legal defenses available to such Indemnified Party which are different from or in addition to those available to the Indemnifying Party, exercisable within 30 days after receipt of such notice then counsel for the Indemnified Party shall be entitled, if the Indemnified Party so elects, to assume conduct the defense of, at its own the expense and of the Indemnifying Party to the extent reasonably determined by its own such counsel (which counsel shall to be reasonably satisfactory necessary to protect the interests of the Indemnified Party), any matter involving the asserted liability of the Indemnified Party . (“Asserted Liabilities”), subject to the limitations set forth herein. If c) Whether or not the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party elects to assume the defense of such any Third-Party claim, suit, action or proceeding, the Indemnified Party it shall have the right to employ separate counsel and to participate in the defense not be liable for any compromises or settlement of any such claim, suit, action or proceeding at effected without its own expenseconsent, which consent shall not unreasonably be withheld. Notwithstanding anything herein The Parties agree to cooperate to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises fullest extent possible in connection with any criminal proceedingthird-Party claim, actionsuit, indictment, allegation action or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, proceeding for which indemnification is or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithsought under this Agreement.

Indemnification Procedures. (a) The party seeking indemnification under Section 15.02 (the “Indemnified Party”) Party agrees to give prompt notice to the party hereto against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section this Article X and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 thirty (30) days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld, conditioned or delayed. (c) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party third party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party If any Action is brought in respect of which indemnity may be sought pursuant to this Agreement, the Person seeking indemnification under Section 15.02 (the “Indemnified Party”) agrees to give prompt notice to shall promptly notify the party Person against whom indemnity indemnification is sought (the “Indemnifying Party”) in writing of the assertion institution of any claim, or such Action (but the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and failure so to notify will provide not relieve the Indemnifying Party such information with respect thereto from any liability that it may have to the Indemnified Party under this Article 8 to the extent the Indemnifying Party is not materially prejudiced as a result thereof, and in no event shall it relieve the Indemnifying Party from any liability it may have otherwise than pursuant to this Article VIII), and the Indemnifying Party shall assume the defense of such Action, including the employment of counsel reasonably requestsatisfactory to the Indemnified Party and payment of expenses. Notwithstanding the foregoing, ACE shall assume the defense of the Actions described in Section 8.1(a)(iii) and (iv) without the requirement of notice from an Indemnified Party. The failure Indemnified Party shall have the right to so notify employ its own counsel in any such case, 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, (ii) the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own employed counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving Party within a reasonable time or (iii) such Indemnified Party shall have reasonably concluded (based on the asserted liability advice of counsel) that there may be 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 (“Asserted Liabilities”), subject to the limitations set forth herein. If in which case the Indemnifying Party shall undertake not have the right to compromise, settle or defend any direct the defense of such Asserted Liability, it shall promptly notify Action on behalf of the Indemnified Party Party), in any of its intention to do so, which events such fees and the Indemnified Party agrees to cooperate fully with expenses shall be borne by the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; providedpaid as incurred (it being understood, however, that the Indemnifying Party shall not settle any such Asserted Liability without be liable for the written consent fees and expenses of more than one separate counsel (in addition to local counsel) for the Indemnified Party unless such settlement releases Parties in any one Action or series of related Actions in the same jurisdiction representing the Indemnified Party from all liabilities and obligations with respect Parties). Anything in this Section 8.2 to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrarycontrary notwithstanding, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay liable for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) settlement effected without its written consent unless the Indemnifying Party shall have failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, such Action or reimburse the Indemnified Party shall promptly notify for fees and expenses of counsel as contemplated by this Section 8.2 within 30 days after receipt by the Indemnifying Party of its intention to do so, and the request therefor. An Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement ofwill not, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the prior written consent of the Indemnifying Indemnified Party, which such settle or compromise or consent shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution entry of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as judgment in any Action in respect of which indemnification may be reasonably requested in connection therewithsought 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. (a) The party seeking indemnification under Section 15.02 If any Proceeding shall be brought or asserted against any person entitled to indemnity hereunder (the each, an “Indemnified Party”) agrees to give prompt notice to ), such Indemnified Party shall promptly notify the party against person from whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claimin writing, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with respect thereto defense thereof; provided, that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party of its obligations hereunderor liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such action counsel shall be at the expense of such Indemnified Party or proceeding at its own expense. Notwithstanding anything herein Parties unless: (i) the Indemnifying Party has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel in writing (with a copy to the contraryIndemnifying Party) that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party 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 be entitled to assume control of such defense but shall pay for have the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option right to assume the defense of an Asserted Liability, thereof and such counsel shall be at the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any Proceeding without its written consent, which such consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a 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 impose any monetary or other obligation or restriction on the Indemnified Party. (c) Each party All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Article VI) shall cooperate, and cause their respective Affiliates be paid to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appealsIndemnified Party, as incurred, within fifteen business days of written notice thereof to the Indemnifying Party, which notice shall be delivered no more frequently than on a monthly basis (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may be reasonably requested in connection therewithrequire such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

Indemnification Procedures. (a) The party seeking indemnification A Party claiming indemnity under Section 15.02 this Article 11 (the “Indemnified Party”) agrees to shall give prompt written notice to the party against Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “such Claim”) in respect of which indemnity may be sought under such Section and will . The Indemnified Party shall provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderreasonable assistance, except to the extent such failure shall have actually materially prejudiced at the Indemnifying Party. (b) ’s expense, in connection with the defense of the claim for which indemnity is being sought. The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice right to assume and conduct the defense of, at of the claim with counsel of its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of choice; provided the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any may participate in and monitor such Asserted Liability, it shall promptly notify the Indemnified Party defense with counsel of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liabilityown choosing [***]; provided, howeverprovided further, that the Indemnifying Party shall obtain the prior written consent (such consent to not settle be unreasonably withheld, delayed or conditioned) of any such Asserted Liability without the written consent of the Indemnified Party unless as to any settlement which would materially diminish or materially adversely affect the scope, exclusivity or duration of any Patents licensed under this Agreement, would require any payment by such settlement releases Indemnified Party, would require an admission of legal wrongdoing in any way on the part of an Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive Party, would effect an amendment of this Agreement or other equitable relief against would otherwise materially adversely affect the Indemnified Party. Notwithstanding an election by So long as the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) is actively defending the claim for indemnification relates to or arises in connection with any criminal proceedinggood faith, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the claim as provided above, which such consent shall not be unreasonably withheld. (ca) Each party shall cooperatethe Indemnified Party may defend against, and cause their respective Affiliates consent to cooperate, in the defense or prosecution entry of any Claim by a Third judgment or enter into any settlement with respect to the claim in any manner the Indemnified Party may deem reasonably appropriate (and shall furnish the Indemnified Party need not consult with, or cause to be furnished such recordsobtain any consent from, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested the Indemnifying Party in connection therewith), and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party as provided in this Article 11.

Indemnification Procedures. If an Indemnified Party desires to be indemnified it shall provide notice of its Claim to the Indemnitor. 9.2.1. The Indemnitor shall be entitled to have sole control over the defense and settlement of such claim, which it shall defend actively and with all reasonable diligence; provided that: (a) The party seeking indemnification under Section 15.02 (the “Indemnified Party”) agrees to give prompt notice Indemnitor shall be liable to the party against whom indemnity is sought Indemnified Party for reasonable expenses (including legal expenses) incurred by the “Indemnifying Party”) Indemnified Party in connection with its assistance to Indemnitor in its defense of the assertion of any that claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section ; and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party the Indemnitor shall have obtain the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability prior written approval of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle before entering into any settlement of such claim involving or defend any such Asserted Liability, it shall promptly notify impacting the Indemnified Party of its intention or ceasing to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any defend against such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Partyclaim. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceedingIn addition, the Indemnified Party shall have the right to employ separate counsel and be entitled to participate in the defense of such action or proceeding claim and to employ counsel at its own expenseexpense and the Indemnitor shall reasonably cooperate with such participation. 9.2.2. Notwithstanding anything herein to If the contraryIndemnitor fails to: (a) acknowledge its indemnification obligation; (b) assume the defense of a claim; or (c) defend a claim within a reasonable timeframe and applying commercially reasonable efforts (as determined by the Indemnified Party), the Indemnifying Indemnified Party may defend the claim in such manner as it may deem appropriate (without any obligation to consult with or obtain any consent from the Indemnitor), at the cost, expense, and risk of the Indemnitor, including payment of any judgment or award and the costs of settlement or compromise of the claim. The Indemnitor shall promptly reimburse the Indemnified Party for all such reasonable costs and expenses, including payment of any judgment or award and the costs of settlement or compromise of the claim. If it is determined that the Indemnitor failed to defend a claim for which it was liable, the Indemnitor shall not be entitled to assume control challenge the amount of such defense but shall pay for the reasonable fees, costs and expenses of any settlement or compromise paid by the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The Promptly after receipt by a party seeking entitled to indemnification under Section 15.02 hereunder (the “an "Indemnified Party”") agrees of notice of any claim or of the commencement of any action, investigations, suit or proceeding ("Proceeding") with respect to give prompt notice to which such party may make a claim for Indemnification hereunder, the Indemnified Party will notify the party against whom indemnity indemnification is sought (the “"Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”") in respect writing of which indemnity may be sought under such Section claim or Proceeding, and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of in his or its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to discretion assume the defense ofof such claim or Proceeding, at its own expense and by its own in which case he or it shall employ counsel (which counsel shall be reasonably satisfactory to the Indemnified Party)Party and shall pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, any matter involving the asserted liability of the an Indemnified Party (“Asserted Liabilities”), subject will be entitled to the limitations set forth herein. If employ counsel separate from counsel for the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action claim or proceeding Proceeding at its own the Indemnified Party's expense. Notwithstanding anything herein No settlement or compromise of any claim or Proceeding shall give rise to liability of the contrary, Indemnifying Party unless such party shall have been notified of any proposed settlement or compromise and shall have consented thereto; provided that the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without obtain the written consent of the Indemnifying Indemnified Party, which such consent shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates prior to cooperateceasing to defend, in the defense settling or prosecution otherwise disposing of any Claim by such claim or proceeding, if as a Third result of the failure of the Indemnified Party and shall furnish to do so would cause it or cause him to become subject to injunctive or other equitable relief, or the business of the Indemnified Party (or that of its subsidiary) would be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested materially adversely affected in connection therewithany manner.

Indemnification Procedures. (a) The party seeking indemnification under Section 15.02 (the “Each Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will Party shall provide the Indemnifying Party such information with respect thereto timely notice of any claim or liability subject to indemnification pursuant to Section 5.1; provided, that the Indemnifying any failure by any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party shall not will relieve the Indemnifying Party of its obligations hereunder, except under Section 5.1 only if and to the extent such failure shall have actually materially prejudiced that the Indemnifying PartyParty will have been actually prejudiced as a result of such failure. (b) The Indemnifying An Indemnified Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If i) give the Indemnifying Party shall undertake prompt notice of an indemnifiable claim so as to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with afford the Indemnifying Party and its counsel in the compromise opportunity to defend or negotiate a settlement of, or defense against, any of such Asserted Liabilityindemnifiable claim hereunder at the Indemnifying Party’s expense; provided, however, provided that the Indemnifying Party shall will not settle any such Asserted Liability claim without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counselprior written consent, which counsel shall not to be unreasonably withheld, conditioned or delayed, and (ii) reasonably satisfactory to cooperate with the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between at the Indemnifying Party’s expense, on the one hand, and the Indemnified Party, on the other hand, in defending or (iii) the Indemnifying Party failed or is failing to prosecute or defend settling such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. (c) Each If any Indemnified Party desires to assert any claim for indemnification provided for under Section 5.1 other than a claim in respect of, arising out of or involving a third-party claim, such Indemnified Party shall cooperatenotify (such notice, a “Direct Claim Notice”) the Indemnifying Party in writing, and cause in reasonable detail (taking into account the information then available to such Indemnified Party), of such claim promptly after becoming aware of the existence of such claim, except that the failure of an Indemnified Party to notify the Indemnifying Party will relieve the Indemnifying Party from its obligation to indemnify only to the extent that the Indemnifying Party is actually and materially prejudiced as a result of such failure. (d) Each of the parties shall use its commercially reasonable efforts to mitigate its respective losses hereunder upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any losses hereunder. (e) Purchasers acknowledge that the Services to be provided to it hereunder are subject to, and that its remedies under this Agreement are limited by, the applicable provisions of Article VI, including the limitations on representations and warranties with respect to the Services. (f) This Article V will be the exclusive remedy of Purchasers and the Company and their respective Affiliates (and their respective successors, officers, directors, shareholders, employees, agents, representatives and members) for any and all losses, Liabilities, claims, fines, deficiencies, damages, obligations or payments arising out of or relating to cooperateany misrepresentation or breach of the representations, in warranties, covenants or agreements of Seller or its Affiliates contained herein or otherwise relating to the defense subject matter of this Agreement (except for actions for specific performance, injunctive relief or prosecution other equitable relief pursuant to Section 9.10). In furtherance of the foregoing, Purchasers and the Company and their respective Affiliates (and their respective successors, officers, directors, shareholders, employees, agents, representatives and members) each hereby waives, to the fullest extent permitted under applicable Law, any Claim by a Third Party and shall furnish all rights, claims and causes of action it may have against Seller under this Agreement, arising under or cause based upon any Law, other than the right to be furnished such recordsseek indemnity pursuant to this Article V (except for actions for specific performance, information and testimony, and attend such conferences, discovery proceedings, hearings, trials injunctive relief or appeals, as may be reasonably requested in connection therewithother equitable relief pursuant to Section 9.10).

Indemnification Procedures. The obligations and liabilities of Manager and Client hereunder with respect to their respective indemnities pursuant to this ARTICLE XII, resulting from any claim, demand or other assertion of liability by third parties (hereinafter collectively called "Demands"), shall be subject to the following terms and conditions: (a) Subject to the consent of the party to be indemnified pursuant to this ARTICLE XII (the "Indemnified Party") (such consent not to be unreasonably withheld, delayed or conditioned), the indemnifying party (the "Indemnifying Party") will have the right to undertake, by counsel or representatives of its own choosing, the defense, compromise or settlement to be undertaken on behalf of and for the account and risk of the Indemnifying Party. (b) In the event the Indemnifying Party shall elect not to undertake such defense by its own representatives, the Indemnifying Party shall give prompt written notice of its election to the Indemnified Party, and the Indemnified Party will undertake the defense, compromise or settlement thereof by counsel designated by it whom the Indemnifying Party determines in writing to be satisfactory for such purposes. The consent of the Indemnifying Party to the Indemnified Party's choice of counsel shall not be unreasonably withheld, delayed or conditioned. (c) No settlement or compromise of any such Demand may be made by a Party hereto without the prior express written consent or approval of the other Party hereto (such consent not to be unreasonably withheld, delayed or conditioned). (d) In the event that any Demand shall arise out of a transaction or cover any period or periods wherein Client and Manager each is or may be liable hereunder for part of the liability or obligation arising therefrom, then such Parties shall, each choosing its own counsel and bearing its own expense, defend such Demand, and no settlement or compromise of such Demand may be made without the joint consent or approval of Manager and Client, except where the respective liabilities and obligations of Client and Manager are clearly allocable or attributable on the basis of objective facts. (e) The agreements to indemnify contained in this ARTICLE XII shall survive termination or expiration of this Addendum for a period of three (3) years after the effective date of such termination or expiration; provided, however, that with respect to any Demand or other matter (including actual and direct damages incurred other than as a result of a third party seeking claim) for which notice has been timely given within such three (3) year period, the indemnification period shall be extended until the final resolution of such Demand or other matter (including actual and direct damages incurred other than as a result of a third party claim). (f) A party having reason to believe that it may be entitled to indemnification under Section 15.02 (the “Indemnified Party”) agrees to this ARTICLE XII shall give reasonably prompt written notice to the other party against hereto from whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity indemnification may be sought under specifying in reasonable detail the nature and basis of any Demand or other matter (including actual and direct damages incurred other than as a result of a third party claim) which may give rise to such Section and will provide the Indemnifying Party indemnification but such information with respect thereto that the Indemnifying Party may reasonably requestnotice shall not be a condition of such indemnification. The failure of the Indemnified Party to so notify the Indemnifying Party provide such notice shall not relieve the Indemnifying Party of its obligations hereunderunder this ARTICLE XII, except unless the delay or failure to provide such notice prejudices an Indemnifying Party in a manner that demonstrably results in additional actual and direct damages to such Indemnifying Party, in which event such Indemnifying Party shall be relieved of such obligations, but only to the extent such failure shall have actually materially prejudiced the Indemnifying Partyadditional actual and direct damages can be proved. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. Each Party (aMarina Bio on behalf of Marina Bio Indemnitees, or MirnaRx on behalf of MirnaRx Indemnitees) The party will promptly notify the other Party when it becomes aware of a Claim for which indemnification may be sought hereunder. To be eligible to be indemnified for a Claim, a Person seeking indemnification under Section 15.02 (the “Indemnified Party”) agrees shall (i) provide the Party required to give prompt notice to the party against whom indemnity is sought indemnify such Person (the “Indemnifying Party”) with prompt written notice of the assertion of any claimClaim giving rise to the indemnification obligation under this Article 8, or provided that, the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party provide such prompt notice shall not relieve the Indemnifying Party of any of its obligations hereunder, under this Article 8 except to the extent such failure shall have the Indemnifying Party is actually prejudiced thereby; (ii) provide the Indemnifying Party with the exclusive ability to defend (with the reasonable cooperation of the Indemnified Party) against the Claim; and (iii) not settle, admit or materially prejudiced prejudice the Claim, without the Indemnifying Party. (b) ’s prior written consent. The Indemnifying Indemnified Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement ofParty, or defense against, any such Asserted Liability; provided, however, that at the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume ’s expense, in the defense of such action or proceedingany Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such and have its own counsel participate in any action or proceeding for which the Indemnified Party seeks to be indemnified by the Indemnifying Party. Such participation shall be at its own the Indemnified Party’s expense. Notwithstanding anything herein to the contrary, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party’s obligations under Section 8.1 or 8.2, as the case may be, shall not be entitled apply to assume control of such defense but shall pay for the reasonable fees, costs and expenses extent of the Indemnified Party’s legal counselfailure to take reasonable action to mitigate any Losses. The Indemnifying Party shall not settle or compromise, which counsel shall be reasonably satisfactory or consent to the Indemnifying Partyentry of any judgment with respect to, if (i) any Claim, without the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists prior written consent of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall will not be unreasonably withheldwithheld or delayed. [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.]

Indemnification Procedures. (a) The party seeking Whenever any indemnification claim shall arise in favor of a Person entitled to indemnification under Section 15.02 this Article VIII (the “Indemnified Party”) agrees ), including the assertion of any claim or liability against such Indemnified Party by a third party in writing that would give rise to give prompt notice to a claim under this Article VIII, the party against whom Indemnified Party shall notify the Person giving the indemnity is sought (the “Indemnifying Party”) in writing as soon as reasonably practicable but at least within thirty (30) days of (i) such Indemnified Party receiving actual knowledge of the facts constituting the basis for such indemnification claim, or, (ii) in the case of a third-party claim, receipt of a written third-party assertion of any claim, a claim or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under liability. Failure to send such Section and will provide written notice shall not release the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations from liability hereunder, except to the extent unless such failure shall have actually materially prejudiced prejudices the Indemnifying Party’s defense of the claims that are the subject of the written notice. (b) The Indemnifying Party shall have the rightright to defend a third-party claim and control the defense, at its option, exercisable within 30 days after receipt settlement and prosecution of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the litigation. Each Indemnified Party (“Asserted Liabilities”)shall reasonably cooperate with the Indemnifying Party in any such litigation defense, subject to the limitations set forth herein. If settlement or prosecution, and the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify reimburse each Indemnified Party for the actual out-of-pocket expenses incurred by the Indemnified Party as a result of such cooperation. The Indemnified Parties shall have the right to approve defense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld. The Indemnified Party shall be entitled to participate in the defense of such action, lawsuit, proceeding or claim, and employ separate counsel of its intention to do sochoice for such purpose, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that payment of the fees and expenses of such separate counsel shall be the responsibility of the Indemnified Party. If the Indemnifying Party, within ten (10) days after notice of such claim, fails to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of, at the sole cost and expense of, and for the account and risk of the Indemnifying Party without impairing its right to indemnification hereunder. Anything in this Section 8.5 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise and settle such claim without impairing its right to indemnification hereunder, and (ii) the Indemnifying Party shall not settle any such Asserted Liability not, without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. , settle or compromise any claim or consent to the entry of any judgment that (a) provides for relief other than the payment of monetary damages, (b) does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party a release from all liability in respect to such claim, or (c) Each party shall cooperate, and cause their respective Affiliates contains an admission of liability or violation of Law. All Parties agree to cooperate, cooperate fully as necessary in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithmatters.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall promptly provide written notice of such claim to the Indemnifying Party. Such notice by the Indemnified Party shall: (a) The party seeking indemnification under Section 15.02 describe the claim in reasonable detail; (b) include copies of all material written evidence thereof; and (c) indicate the “estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party”) agrees . In connection with any claim giving rise to give prompt indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the party against whom indemnity is sought (Indemnified Party, may assume the “defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense, subject to the Indemnifying Party”) of ’s right to control the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide defense thereof. If the Indemnifying Party does not assume the defense of any such information with respect thereto that Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may reasonably request. The failure to so notify deem appropriate and no action taken by the Indemnifying Indemnified Party in accordance with such defense and settlement shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except herein provided with respect to the extent such failure any damages resulting therefrom. Seller and Buyer shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume cooperate with each other in all reasonable respects in connection with the defense ofof any claim, at its own expense and by its own counsel including: (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party i) making available (“Asserted Liabilities”), subject to the limitations set forth hereinprovisions of Section 5.03) records relating to such claim; and (ii) furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such claim. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the The Indemnifying Party shall not settle any such Asserted Liability Action without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the prior written consent of the Indemnifying Party, (which such consent shall not be unreasonably withheld, conditioned or delayed). (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking indemnification under Section 15.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of If any claim, or the commencement of any suit, Action or proceeding (eachincluding any governmental or regulatory investigation), a “Claim”) claim or demand shall be brought or asserted against any Person in respect of which indemnity may be sought pursuant to paragraph (a) or (b) above, such Person (the “Indemnified Party,” or if more than one Indemnified Party, the “Indemnified Parties”), shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”), in writing of the commencement thereof (but the failure to so notify an Indemnifying Party shall not relieve it from any liability which it may have under such this Section and will provide 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 information with respect thereto that Proceeding 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 requestdesignate in such Proceeding and shall pay the reasonable fees and expenses actually incurred by such counsel related to such proceeding. The failure to so notify Notwithstanding the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderforegoing, except to the extent in any such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying proceeding, any Indemnified Party shall have the rightright to retain its own counsel, at its option, exercisable within 30 days after receipt but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, 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 of, at its own expense and engage counsel approved by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party as hereinabove provided, (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with iii) the Indemnifying Party and its counsel do not pursue in a reasonable manner the compromise defense of such proceeding, (iv) such Indemnified Party shall have been reasonably advised by counsel that, either (x) there may be one or settlement ofmore legal defenses available to it which are different from or additional to those available to the Indemnifying Party or such affiliate of the Indemnifying Party or (y) a conflict may exist between such Indemnified Party and the Indemnifying Party or such affiliate of the Indemnifying Party, or then the Indemnifying Party shall not have the right to assume nor direct the defense againstof such Proceeding on behalf of such Indemnified Party, any such Asserted Liability; providedit being understood, however, that the Indemnifying Party shall not settle 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 Asserted Liability separate firm for the Company, the directors, the officers and such control Persons of the Company as shall 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 releases the includes an unconditional release of such Indemnified Party from all liabilities and obligations with respect to liability on claims that are the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense subject matter of such action or proceeding, proceeding in a form satisfactory to the Indemnified Party shall have the right and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to employ separate counsel and to participate in the defense of such action act by or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses on behalf of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking Indemnified Party agrees that promptly after it becomes aware of facts giving rise to a claim for indemnification under Section 15.02 this Article II, it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim; provided, however, that the Indemnified Party shall not submit claims more frequently than once a calendar quarter (or twice in the “case of the calendar quarter in which the applicable indemnity coverage under this Agreement expires) unless such Indemnified Party”) agrees to give prompt Party believes in good faith that such a delay in notice to the party against whom indemnity is sought (Indemnifying Party would cause actual prejudice to the “Indemnifying Party”) of ’s ability to defend against the assertion of any applicable claim, or . Notwithstanding anything in this Article II to the commencement of any suit, Action or proceeding (eachcontrary, a “Claim”) delay by the Indemnified Party in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderunder this Article II, except to the extent that such failure shall have actually materially prejudiced caused actual prejudice to the Indemnifying Party’s ability to defend against the applicable claim. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt right to control all aspects of such notice to assume the defense ofof (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article II, at its own expense including, without limitation, the selection of counsel, the determination of whether to appeal any decision of any court and by its own counsel (which counsel the settlement of any such matter or any issues relating thereto; provided, however, that no such settlement shall be reasonably satisfactory to entered into without the Indemnified Party), any matter involving the asserted liability consent of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, unless it shall promptly notify includes a full release of the Indemnified Party of its intention to do sofrom such matter or issues, as the case may be, and the does not include any admission of fault, culpability or a failure to act, by or on behalf of such Indemnified Party. (c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification under this Article II, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and its counsel in the compromise or settlement ofmaking available to the Indemnifying Party, or defense againstat no cost to the Indemnifying Party, of any such Asserted Liabilityemployees of the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and therewith the Indemnifying Party agrees to cooperate fully with use commercially reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 2.4. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the compromise or settlement of, or defense against, of any such Asserted Liabilityclaims covered by the indemnification set forth in this Article II; provided, however, that the Indemnified Party shall not settle may, at its own option, cost and expense, hire and pay for counsel in connection with any such Asserted Liability without defense. The Indemnifying Party agrees to keep any such counsel hired by the written consent Indemnified Party informed as to the status of any such defense, but the Indemnifying Party, which Party shall have the right to retain sole control over such consent shall not be unreasonably withhelddefense. (cd) Each party The date on which the Indemnifying Party receives notification of a claim for indemnification shall cooperatedetermine whether such claim is timely made. (e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, and cause their respective Affiliates to cooperateIN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such recordsINDIRECT, information and testimonyINCIDENTAL, and attend such conferencesPUNITIVE, discovery proceedingsEXEMPLARY, hearings, trials or appeals, as may be reasonably requested in connection therewithSPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT.

Indemnification Procedures. (a) The In the event of a claim by a third party, with respect to which either CSG or a Customer is entitled to indemnification under any provision of this Agreement, the party seeking indemnification under Section 15.02 (the “Indemnified Party”) agrees to give prompt notice to shall promptly notify the other party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of ); provided, however, that any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The unintentional failure to so notify the Indemnifying Party make such prompt notification shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced hereunder unless the Indemnifying Party. (b) ’s ability to defend such claim is materially prejudiced thereby. The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume sole control over the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to claim and any negotiation for its settlement or compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully shall comply with any reasonable actions required by the Indemnifying Party and its counsel (at the Indemnifying Party’s expense) to minimize the Indemnifying Party’s and/or the Indemnified Party’s liability in the compromise or settlement ofclaim, or defense againstprovided such compliance is not, any such Asserted Liability; providedin the Indemnified Party’s counsel’s reasonable opinion, however, that adverse to the Indemnified Party’s interests. The Indemnifying Party shall not settle any such Asserted Liability claim or alleged claim without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of first obtaining the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to prior written consent where the Indemnifying Party, if (i) the settlement claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and might adversely affect the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, ’s rights; and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. (c) Each party shall cooperate. In addition, and cause their respective Affiliates to cooperate, the Indemnified Party may participate in any claim for indemnification under this Agreement using its own counsel at its own expense so long as in the defense or prosecution of any Claim by a Third Party and shall furnish or cause Indemnifying Party’s counsel’s reasonable opinion such participation is not contrary to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewiththe Indemnifying Party’s interest.

Indemnification Procedures. (a) The In the event of a claim by a third party, with respect to which either CSG or a Client is entitled to indemnification under any provision of this Agreement, the party seeking indemnification under Section 15.02 (the “Indemnified Party”) agrees to give prompt notice to shall promptly notify the other party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of ); provided, however, that any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The unintentional failure to so notify the Indemnifying Party make such prompt notification shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced hereunder unless the Indemnifying Party. (b) ’s ability to defend such claim is materially prejudiced thereby. The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume sole control over the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to claim and any negotiation for its settlement or compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully shall comply with any reasonable actions required by the Indemnifying Party and its counsel (at the Indemnifying Party’s expense) to minimize the Indemnifying Party’s and/or the Indemnified Party’s liability in the compromise or settlement ofclaim, or defense againstprovided such compliance is not, any such Asserted Liability; providedin the reasonable opinion of the Indemnified Party’s counsel, howeveradverse to the Indemnified Party’s interests. However, that the Indemnifying Party shall not settle any such Asserted Liability claim or alleged claim without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against first obtaining the Indemnified Party. Notwithstanding an election by ’s prior written consent where the Indemnifying Party to assume settlement would result in any admission of wrongdoing or liability on the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses part of the Indemnified Party’s legal counsel, impose any obligation or liability on the Indemnified party (other than monetary liability for which counsel shall be reasonably satisfactory to the Indemnified Party is indemnified by the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and adversely affect the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so’s rights, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. In addition, the Indemnified Party may participate in any claim for indemnification under this Agreement using its own counsel at its own expense. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. If any suit, action, proceeding (a) The party seeking indemnification under 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 Section 15.02 4.1 or 4.2, such Person (the “Indemnified Party”) agrees to give prompt notice to shall promptly notify the party Person against whom such indemnity is may be sought (the “Indemnifying Party”) of the assertion of commencement thereof (but the failure to so notify an Indemnifying Party shall not relieve it from any claimLiability which it may have under this Article IV, or except to the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide extent the Indemnifying Party such information with respect thereto that is materially prejudiced by the failure to give notice), and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably requestdesignate in such proceeding and shall assume the defense of such proceeding and pay the fees and expenses actually incurred by such counsel related to such proceeding. The failure to so notify Notwithstanding the foregoing, in any such proceeding, any Indemnified Party may retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless (a) the Indemnifying Party and the Indemnified Party shall not relieve have mutually agreed in writing to the contrary, (b) the Indemnifying Party failed within a reasonable time after notice of its obligations hereunder, except to commencement of the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice action to assume the defense of, at its own expense and by its own employ counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with c) the Indemnifying Party and its counsel do not pursue in a reasonable manner the compromise or settlement ofdefense of such action, or defense against, (d) the named parties to any such Asserted Liability; providedaction (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, or any Affiliate of the Indemnifying Party, and such Indemnified Party shall have been reasonably advised by counsel that, either (x) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party or such Affiliate of the Indemnifying Party or (y) a conflict may exist between such Indemnified Party and the Indemnifying Party or such Affiliate of the Indemnifying Party, in which event the Indemnifying Party may not assume or direct the defense of such action on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not settle not, in connection with any one such action or separate but substantially similar or related actions arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all such Indemnified Parties, which firm shall be designated in writing by Parent and any such Asserted separate firm for Enova, the directors, the officers and such control Persons of Enova as shall be designated in writing by Enova. 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 Liability by reason of such settlement or judgment to the extent provided in this Article IV without reference to this sentence. 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 releases the includes an unconditional release of such Indemnified Party from all liabilities and obligations with respect to Liability on claims that are the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense subject matter of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party A Party seeking indemnification under Section 15.02 (the “"Indemnified Party”") agrees pursuant to give prompt notice to this Section 11 shall notify, in writing, the party against whom indemnity is sought other Party (the “"Indemnifying Party”") within fifteen (15) days of the assertion of any claim, claim or the commencement discovery of any suit, Action or proceeding (each, fact upon which the Indemnified Party intends to base a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably requestclaim for indemnification. The An Indemnified Party's failure to so notify the Indemnifying Party shall not not, however, relieve the Indemnifying Party of its obligations hereunder, from any liability under this Agreement to the Indemnified Party with respect to such claim except to the extent that such failure shall have Indemnifying Party is actually denied, during the period of delay in notice, or materially prejudiced with respect to, the opportunity to remedy or otherwise mitigate the event or activity(ies) giving rise to the claim for indemnification and thereby suffers or otherwise incurs additional quantifiable damages as a result of such failure. The Indemnifying Party. (b) The Indemnifying Party , while reserving the right to contest its obligations to indemnify hereunder, shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume be responsible for the defense ofof any claim, at its own expense and by its own counsel (demand, lawsuit or other proceeding in connection with which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth hereinclaims indemnification hereunder. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the The Indemnified Party shall have the right to employ separate counsel and at its own expense to participate jointly with the Indemnifying Party in the defense of any such action claim, demand, lawsuit or other proceeding, but with respect to any issue involved in such claim, demand, lawsuit or other proceeding at with respect to which the Indemnifying Party has acknowledged its own expense. Notwithstanding anything herein obligation to indemnify the contraryIndemnified Party hereunder, the Indemnifying Party shall not be entitled have the right to assume control select counsel, settle, or otherwise dispose of or handle such defense but claim, demand, lawsuit or other proceeding on such terms as the Identifying Party shall pay for the deem appropriate, subject to any reasonable fees, costs and expenses objection of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking Party entitled to indemnification under Section 15.02 this Article 7 (the “Indemnified Party”) agrees will provide the Party obligated to give prompt notice to the party against whom indemnity is sought provide indemnification under this Article 7 (the “Indemnifying Party”) of the assertion with prompt notice of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of action for which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto its seeks indemnification; provided that the Indemnifying Party may reasonably request. The failure to do so notify the Indemnifying Party shall will not relieve excuse the Indemnifying Party of its obligations hereunder, under this Article except to the extent prejudiced by such failure shall have actually materially prejudiced the Indemnifying Partyor delay. (b) The Indemnifying Party shall have the rightwill defend, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own with counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving at the asserted liability sole cost and expense of the Indemnifying Party, such action in all related proceedings, which proceedings will be vigorously and diligently defended or prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages, or which admits guilt, liability or culpability on the part of the Indemnified Party or which could be reasonably expected to have an adverse impact on the Indemnified Party’s business operations or reputation). The Indemnifying Party will have control of such defense and proceedings, including any compromise or settlement thereof (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromisepreceding sentence), settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that if (i) the Indemnifying Party shall not fails to vigorously and diligently defend, prosecute or settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect action (subject to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counselapproval as provided above), which counsel shall be reasonably satisfactory to the Indemnifying Party, if (iii) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigationinvestigation involving an Indemnified Party, (iiiii) the action seeks an injunction or equitable relief against the Indemnified Party or (iv) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, Party and the Indemnified Party, on then the other handIndemnified Party will have: (a) the right to defend, at the sole cost and expense of the Indemnifying Party, the action by all appropriate proceedings, which proceedings will be defended or prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party (iii) with the consent of the Indemnifying Party failed which shall not be unreasonably withheld); and (b) full control of such defense and proceedings, including any compromise or is failing to prosecute or defend such claim. If settlement thereof, provided, however, that if requested by the Indemnified Party shall undertake to compromiseParty, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume will, at the defense sole cost and expense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention Party, provide reasonable cooperation to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in contesting any action which the compromise or settlement ofIndemnified Party is contesting. In any action the defense of which the Indemnifying Party shall assume, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall have the right to participate in (but not settle any control) the defense and resolution of such Asserted Liability without the written consent of action and to retain its own counsel at such Indemnified Party’s own expense, so long as such participation does not interfere with the Indemnifying Party, which ’s control of such consent shall not be unreasonably withheldlitigation. (c) Each If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability to the Indemnified Party with respect to any action, then any Losses suffered by the Indemnified Party as a result of the action will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party will pay the amount of such Losses to the Indemnified Party on demand. In the event any Indemnified Party should have a claim under this Article 7 against any Indemnifying Party that does not involve a third party shall cooperateaction, the Indemnified Party will deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give said notice will not impair such Party’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such notice, then any Losses suffered by the Indemnified Party in the amount specified in the notice will be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party will pay the amount of such Losses to the Indemnified Party on demand. If the Indemnifying Party gives notice to the Indemnified Party to the effect that the Indemnifying Party disputes the claim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and cause their respective Affiliates to cooperateif not resolved through good faith negotiations within thirty (30) days of Indemnifying Party’s notifying Indemnified Party of its dispute with the claim, in the defense or prosecution of any Claim by a Third Indemnified Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appealsmay pursue its other remedies hereunder, as may be reasonably requested in connection therewithit deems appropriate.

Indemnification Procedures. (a) The party seeking indemnification under Section 15.02 If a Party (the “Indemnified Party”) agrees to give prompt notice to seeks indemnification under the party against whom indemnity is sought terms and conditions of this Article 4 from the other Party (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party in writing of its intention the claim for which indemnification is sought (whether a direct claim brought by the Indemnified Party or a third party claim brought against the Indemnified Party) upon becoming aware of a claim. The Indemnifying Party shall promptly assume control of the defense and investigation of such claim, with counsel reasonably acceptable to do sothe Indemnified Party, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party agrees to cooperate fully with in connection therewith, in each case at the Indemnified Party’s sole cost and expense. The Indemnified Party and its counsel may participate in the compromise or settlement ofdefense of such claim, or defense against, any such Asserted Liability; provided, however, that the Indemnified with counsel of its own choosing and at its own cost and expense. The Indemnifying Party shall not settle any such Asserted Liability claim [on any terms or in any manner that adversely affects the rights of any indemnified Party] without the Indemnified Party’s prior written consent of the Indemnifying Party, (which such consent shall not be unreasonably withheld. (c) Each party shall cooperate, conditioned, or delayed). If the Indemnifying Party fails or refuses to assume control of the defense of such claim, the Indemnified Party has the right, but no obligation, to defend against such claim, including settling such claim after giving notice to the Indemnifying Party, in each case in such manner and cause their respective Affiliates on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party’s failure to cooperate, perform any obligation under this Section 4.4 nor any Indemnified Party’s act or omission in the defense or prosecution settlement of any Claim by such claim will relieve the Indemnifying Party of its obligations under this Section 4.4, including with respect to any losses, except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithresult thereof.

Indemnification Procedures. (a) The party seeking indemnification under Section 15.02 applicable Indemnified Party shall promptly notify the other (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (as applicable, the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of action for which indemnity indemnification may be sought under such Section and will provide hereunder, but the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so timely notify the Indemnifying Party shall will not relieve the Indemnifying Party of its obligations hereunder, except from liability hereunder unless and to the extent such failure shall have actually the Indemnifying Party is materially prejudiced the Indemnifying Party. (b) thereby. The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice be entitled to assume the defense of, of any action for which indemnification is sought hereunder with counsel of the Indemnifying Party’s choice at its own expense and by its own counsel (which expense, provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceedingwhich case, the Indemnified Party shall will have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own the Indemnifying Party’s expense). Notwithstanding anything herein to the contraryforegoing, the Indemnifying Party shall not be entitled have the right to assume control the defense of such defense but action on the Indemnified Party’s behalf and the Indemnified Party will have the right to employ one separate counsel (plus local counsel, if required, in any jurisdiction) for such defense, and the Indemnifying Party shall pay for bear the reasonable fees, costs and expenses of the Indemnified Party’s legal such separate counsel (and local counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, ) if (i) the claim for indemnification relates Indemnifying Party shall not have employed counsel reasonably satisfactory to or arises in connection with any criminal proceeding, the Indemnified Party within a reasonable time after notice of the institution of such action, indictment, allegation or investigation, ; (ii) the Indemnified use of counsel chosen by the Indemnifying Party has been advised by would present such counsel that a reasonable likelihood exists of with a conflict of interest between interest; or (iii) the actual or potential defendants in, or targets of, any such action include both the Indemnifying Party, on the one hand, Party and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If and the Indemnified Party shall undertake have reasonably concluded that there may be legal defenses available to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify which are different from or additional to those available to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any action for which indemnification is sought hereunder effected without its intention written consent (not to do sobe unreasonably withheld, and the conditioned, or delayed). (b) The Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement ofthat it will not, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the prior written consent of the Indemnifying Party, Indemnified Party (which such consent shall not be unreasonably withheld. , conditioned or delayed), settle any pending or threatened claim or proceeding related to or arising out of this Agreement (c) Each whether or not the Indemnified Party or any indemnified party shall cooperateis a party to such claim or proceeding), and cause their respective Affiliates to cooperateor otherwise facilitate or participate in any such settlement, in unless such settlement includes a provision unconditionally releasing the defense or prosecution of any Claim by a Third Indemnified Party and shall furnish each other indemnified party from all liability in respect of claims by any releasing party related to or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials arising out of the engagement or appeals, as may be reasonably requested any transactions or conduct in connection therewith.

Indemnification Procedures. (a) The A party seeking entitled to indemnification under Section 15.02 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 “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (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 any the claim, or the commencement of any suit, Action or proceeding . (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure by an Indemnified Party to so notify the Indemnifying Party give notice as provided above, shall not relieve the Indemnifying Party of its obligations hereunderunder this Section 11.3, except to the extent such that the failure shall have actually materially prejudiced ------------ results in the failure of actual notice and the Indemnifying PartyParty is damaged as a result of the failure to give notice. (b) The Upon receipt of notice of the assertion of a claim, the Indemnifying Party shall have the rightmay, at its option, exercisable within 30 days after receipt of such notice to assume the defense ofof the claim, at its own expense and by its own if so, the Indemnifying Party shall employ counsel (which counsel shall be reasonably satisfactory acceptable to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify assumes the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceedingdefense, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) any such action, but the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs fees and expenses of the Indemnified Party’s legal counsel, which such counsel shall be reasonably satisfactory to at the expense of the Indemnified Party unless (a) the employment of counsel by the Indemnified Party has been authorized by the Indemnifying Party, if or (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iib) the Indemnified Party has been advised by its counsel in writing that a reasonable likelihood exists of there is a conflict of interest between the Indemnifying Party, on the one hand, Party and the Indemnified Party, on Party in the other hand, or conduct of the defense of the action (iii) in which case the Indemnifying Party failed or is failing shall not have the right to prosecute or defend direct the defense of the action on behalf of the Indemnified Party), in each of which cases the reasonable fees and expenses of such claimcounsel shall be at the expense of the Indemnifying Party. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to does not assume the defense of an Asserted Liabilitydefense, the Indemnified Party shall promptly notify have the Indemnifying Party of its intention right to do soemploy counsel and to control any such action, and the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified 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 Asserted Liability action without the written consent of the Indemnifying Party, Indemnified Party (which such consent shall not be unreasonably withheld. (c) ). No Indemnifying Party will consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the claim. Each party of the Indemnifying Party and the Indemnified Party shall cooperate, and cause their respective Affiliates to cooperate, cooperate in the defense or prosecution of any Claim by a Third Party claim for which indemnification is available and shall furnish or cause to be furnished such records, information and testimonyinformation, testimony and attend such conferences, discovery proceedings, hearings, trials or appeals, and appeals as may reasonably be reasonably requested in connection therewithrequested.

Indemnification Procedures. (a) The If any third party seeking indemnification under Section 15.02 asserts any claim against a Party which, if successful, would entitle the Party (the “Indemnified Party”) agrees to indemnification under this Article 5 (a “Claim”), it shall give prompt notice of such Claim to the party against Party from whom indemnity is sought it intends to seek indemnification (the “Indemnifying Party”) no later than 10 Business Days from the date the Indemnified Party first becomes aware of the assertion of any claimClaim; provided, or the commencement of any suithowever, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party provide such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except under this Article 5 unless such failure to provide such notice shall materially prejudice or impair the ability of the Indemnifying Party to defend or resolve such Claim. (b) Each notice of a Claim pursuant to this Section 5.03 shall be in writing and must contain the identity and address of any third party claimant (to the extent such failure shall have actually materially prejudiced reasonably available to the Indemnifying Indemnified Party), and copies of any formal demand, notice or complaint received by the Indemnified Party. (bc) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice right to assume the defense ofand, subject to Section 5.03(d), settlement of such Claim at its own expense and by attorneys of its own counsel (which counsel shall be choosing and reasonably satisfactory acceptable to the Indemnified Party (which acceptance shall not be unreasonably withheld). The Indemnified Party shall have the right to participate in the defense of such Claim at its expense, in which case the Indemnifying Party shall cooperate in providing information to and consulting with the Indemnified Party about the Claim. If the Indemnifying Party fails or does not assume the defense of any such Claim within 15 days after written notice of such Claim has been given by the Indemnified Party to the Indemnifying Party, the Indemnified Party may defend against or, subject to Section 5.03(d), any matter settle such Claim with counsel of its own choosing at the expense of the Indemnifying Party. (d) If the Indemnifying Party does not assume the defense of a Claim involving the asserted liability of the Indemnified Party (“Asserted Liabilities”)under this Article 5, subject to no settlement of such Claim shall be made by the limitations set forth hereinIndemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party assumes the defense of such a Claim, (i) no settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent which shall undertake not be unreasonably withheld 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 Claim that may be made against the Indemnified Party, (B) the sole relief provided is monetary damages that have been paid in full by the Indemnifying Party, and (C) the settlement includes, as an unconditional term thereof, the giving by the claimant or the plaintiff to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, a release in form and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be substance reasonably satisfactory to the Indemnifying Indemnified Party, if (i) the claim for indemnification relates to or arises from all liability in connection with any criminal proceedingrespect of such Claim, action, indictment, allegation or investigation, and (ii) the Indemnified Party has been advised by counsel that a shall have no liability with respect to any compromise or settlement thereof effected without its consent. (e) The Indemnified Party shall provide reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) cooperation to the Indemnifying Party failed or is failing in connection with any Claim for which the Indemnifying Party provides defense. Such cooperation shall include, without limitation, reasonable access to prosecute or defend such claim. If all documentation and personnel of the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability that may be helpful in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted LiabilityClaim; provided, however, that the Indemnified Party shall not settle be required to incur any fees or expenses associated with such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheldcooperation. (cf) Each party If any Indemnifying Party shall cooperatebe obligated to indemnify any Indemnified Party pursuant to this Agreement, and cause their respective Affiliates such Indemnifying Party shall, upon payment of such indemnity in full, be subrogated to cooperatethe right to obtain any recoverable insurance proceeds or the right to assert a claim against the third party, in each case with respect to the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished which such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithindemnification relates.

Indemnification Procedures. (a) The Whenever any claim shall arise for indemnification hereunder, the party seeking entitled to indemnification under Section 15.02 (the “Indemnified Party”) agrees to give prompt shall promptly provide written notice of such claim to the other party against whom indemnity is sought (the “Indemnifying Party”) of the assertion ). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim, action, suit, proceeding or governmental investigation by a person or entity who is not a party to this Agreement, the commencement Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such claim, action, suit, Action proceeding or governmental investigation with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such claim, action, suit, proceeding (eachor governmental investigation, a “Claim”) in respect of which indemnity may be sought under such Section with its counsel and will provide at its own cost and expense. If the Indemnifying Party does not assume the defense of any such information with respect thereto that claim, action, suit, proceeding or governmental investigation, the Indemnified Party may, but shall not be obligated to, defend against such claim, action, suit, proceeding or governmental investigation in such manner as it may deem appropriate, including, but not limited to, settling such claim, action, suit, proceeding or governmental investigation, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may reasonably request. The failure to so notify deem appropriate and no action taken by the Indemnifying Indemnified Party in accordance with such defense and settlement shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except herein provided with respect to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) any damages resulting therefrom. The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability claim, action, suit, proceeding or governmental investigation without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the prior written consent of the Indemnifying Party, (which such consent shall not be unreasonably withheldwithheld or delayed). (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking Whenever any indemnification claim shall arise in favor of a Person entitled to indemnification under Section 15.02 this Article IX (the “Indemnified Party”) agrees ), including the assertion of any claim or liability against such Indemnified Party by a third party in writing that would give rise to give prompt notice to a claim under this Article IX, the party against whom Indemnified Party shall notify the Person giving the indemnity is sought (the “Indemnifying Party”) in writing as soon as reasonably practicable but at least within thirty (30) days of (i) such Indemnified Party receiving actual knowledge of the facts constituting the basis for such indemnification claim, or, (ii) in the case of a third-party claim, receipt of a written third- party assertion of any claim, a claim or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under liability. Failure to send such Section and will provide written notice shall not release the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations from liability hereunder, except to the extent unless such failure shall have actually materially prejudiced prejudices the Indemnifying Party’s defense of the claims that are the subject of the written notice. (b) The Indemnifying Party shall have the rightright to defend a third-party claim and control the defense, at its option, exercisable within 30 days after receipt settlement and prosecution of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the litigation. Each Indemnified Party (“Asserted Liabilities”)shall reasonably cooperate with the Indemnifying Party in any such litigation defense, subject to the limitations set forth herein. If settlement or prosecution, and the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify reimburse each Indemnified Party for the actual out- of-pocket expenses incurred by the Indemnified Party as a result of such cooperation. The Indemnified Parties shall have the right to approve defense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld. The Indemnified Party shall be entitled to participate in the defense of such action, lawsuit, proceeding or claim, and employ separate counsel of its intention to do sochoice for such purpose, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that payment of the fees and expenses of such separate counsel shall be the responsibility of the Indemnified Party. If the Indemnifying Party, within ten (10) days after notice of such claim, fails to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of, at the sole cost and expense of, and for the account and risk of the Indemnifying Party without impairing its right to indemnification hereunder. Anything in this Section 9.5 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise and settle such claim without impairing its right to indemnification hereunder, and (ii) the Indemnifying Party shall not settle any such Asserted Liability not, without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. , settle or compromise any claim or consent to the entry of any judgment that (a) provides for relief other than the payment of monetary damages, (b) does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party a release from all liability in respect to such claim, or (c) Each party shall cooperate, and cause their respective Affiliates contains an admission of liability or violation of Law. All Parties agree to cooperate, cooperate fully as necessary in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithmatters.

Indemnification Procedures. (a) The party Promptly after receipt by a Party seeking indemnification under this Section 15.02 12 (the an “Indemnified PartyIndemnitee”) agrees to of notice of any pending or threatened Claim against it, such Indemnitee shall give prompt written notice thereof to the party against Party from whom indemnity the Indemnitee is sought entitled to seek indemnification pursuant to this Section 12 (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto ); provided that the Indemnifying Party may reasonably request. The failure so to so notify the Indemnifying Party shall not relieve the Indemnifying Party it of its obligations any liability that it may have to any Indemnitee hereunder, except to the extent such failure shall have actually the Indemnifying Party demonstrates that it is materially prejudiced the Indemnifying Party. (b) thereby. The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and entitled to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein Claim and, to the contraryextent that it elects within [****]* of its receipt of notice of the Claim from the Indemnitee, to assume control of the defense 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 the Indemnitee and, after notice from the Indemnifying Party to the Indemnitee of its election to assume the defense of such Claim, the Indemnifying Party shall not not, as long as it diligently conducts such defense, be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory liable to the Indemnifying Party, if (i) Indemnitee for any out-of-pocket costs subsequently incurred by the claim for indemnification relates to Indemnitee in investigating or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend defending such claimClaim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the No compromise or settlement of, or defense against, of any such Asserted Liability; provided, however, that the Indemnified Claim which is to be indemnified may be effected by either Party shall not settle any such Asserted Liability without the other Party’s written consent of the Indemnifying Partyconsent, which such consent shall not be unreasonably withheldwithheld or delayed. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking indemnification under Section 15.02 following procedures shall apply to any Third Party claim, suit, action or demand for which the Corregidor Indemnitees or Alkermes Indemnitees, as the case may be (the “Indemnified Party”), may be entitled to indemnification under this Article 7 (a “Claim”). To be eligible to be Indemnified for a Claim, the Indemnified Party shall (i) agrees provide the Party required to give prompt notice to Indemnify the party against whom indemnity is sought Indemnified Party (the “Indemnifying EXECUTION COPY Party”) with prompt written notice of the assertion of any claimClaim giving rise to the indemnification obligation under this Article 7, or provided that, the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party provide prompt notice shall not relieve the Indemnifying Party of any of its obligations hereunder, under this Article 7 except to the extent such failure shall have the Indemnifying Party is actually prejudiced thereby; (ii) provide the Indemnifying Party with the exclusive ability to defend (with the reasonable cooperation of the Indemnified Party) against the Claim; and (iii) not settle, admit or materially prejudiced prejudice the Claim, without the Indemnifying Party. (b) ’s prior written consent. The Indemnifying Indemnified Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement ofParty, or defense against, any such Asserted Liability; provided, however, that at the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume ’s expense, in the defense of such action or proceedingany Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ separate counsel and to participate in and have counsel selected by it participate, at the defense of such Indemnified Party’s expense, in any action for which the Indemnified Party seeks to be Indemnified by the Indemnifying Party. The Indemnifying Party shall not settle or proceeding at its own expense. Notwithstanding anything herein compromise, or consent to the contraryentry of any judgment with respect to, any Claim, without the prior written consent of the Indemnified Party, which will not be unreasonably withheld or delayed; provided that, the Indemnifying Party shall may settle or compromise any Claim in its absolute discretion if the settlement or compromise provides for an unconditional release of, and does not be entitled to assume control of such defense but shall pay for the reasonable feesimpose any requirements on or have any material adverse effect on, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking indemnification Party claiming indemnity under this Section 15.02 8.3 (the “Indemnified Party”) agrees to shall give prompt written notice to the party against Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “such Claim”) in respect of which indemnity may be sought under such Section and will . The Indemnified Party shall provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderreasonable assistance, except to the extent such failure shall have actually materially prejudiced at the Indemnifying Party. (b) ’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice right to assume and conduct the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party Claim with counsel of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the choice. The Indemnifying Party shall not settle any such Asserted Liability Claim without the prior written consent of the Indemnified Party Party, not to be unreasonably withheld, unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against involves only the Indemnified Partypayment of money. Notwithstanding an election by So long as the Indemnifying Party to assume is actively defending the defense of such action or proceedingClaim in good faith, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle or compromise any such Asserted Liability Claim without the prior written consent of the Indemnifying Party, which such consent shall . If the Indemnifying Party does not be unreasonably withheld. (c) Each party shall cooperate, assume and cause their respective Affiliates to cooperate, in conduct the defense or prosecution of the Claim as provided above, (a) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim by a Third in any manner the Indemnified Party may deem reasonably appropriate (and shall furnish the Indemnified Party need not consult with, or cause to be furnished such recordsobtain any consent from, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested the Indemnifying Party in connection therewith.), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Section 8.3. 8.4

Indemnification Procedures. 11.3.1 A Party believing that it is entitled to indemnification under, as applicable, Section 11.1 or Section 11.2 (a) The party seeking indemnification under Section 15.02 (the an “Indemnified Party”) agrees to shall give prompt notice written notification to the party against whom indemnity is sought other Party (the “Indemnifying Party”) of the commencement of any Claim for which indemnification may be sought or, if earlier, upon the assertion of any claimsuch Claim by a Third Party (it being understood and agreed, or the commencement of any suithowever, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying failure by an Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice of a Claim as provided in this Section 11.3.1 shall not relieve the Indemnifying Party of its obligations hereunder, indemnification obligation under this Agreement except and only to the extent that such failure shall have Indemnifying Party is actually materially prejudiced as a result of such failure to give notice). Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party. (b) The Indemnifying Party shall have , assume control of the right, at its option, exercisable within 30 days after receipt defense of such notice to assume the defense of, at its own expense and by its own Claim with counsel (which counsel shall be reasonably satisfactory to the Indemnified Party). If a Party believes that a Claim presented to it for indemnification is one as to which the Party seeking indemnification is not entitled to indemnification under, any matter involving as applicable, Section 11.1 or Section 11.2, it shall so notify the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. seeking indemnification. 11.3.2 If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party elects to assume the defense of such action or proceedingClaim, the Indemnified Party shall have the right to employ separate counsel and to may participate in the such defense of such action or proceeding at its own expense. Notwithstanding anything herein ; provided, that if the interests of the Indemnified Party and the Indemnifying Party with respect to such Claim are sufficiently adverse to prohibit the contraryrepresentation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay responsible for the reasonable fees, costs fees and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the solely in connection therewith. 11.3.3 The Indemnifying Party failed or is failing to prosecute or defend such claim. If shall keep the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with advised of the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume status of such Claim and the defense of an Asserted Liability, thereof and shall consider recommendations made by the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the respect thereto. 11.3.4 The Indemnified Party shall not settle agree to any settlement of such Asserted Liability Claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not agree to any settlement of such Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party or adversely affects the Indemnified Party without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party Party seeking indemnification under Section 15.02 (the “Indemnified Party”) agrees pursuant to give prompt notice to this Article VIII shall promptly notify the indemnifying party against whom indemnity is sought (the “Indemnifying Party”) ), in writing, of such claim describing such claim in reasonable detail; provided, however, that the assertion failure to provide such notice shall not affect the obligations of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except unless and only to the extent such failure shall have it is actually materially prejudiced the Indemnifying Partythereby. (b) The Indemnifying Party shall have the right, at its option, exercisable right within 30 thirty (30) days after receipt of such notice to assume the defense oftake control, at through counsel of its own expense and by its own counsel choosing (which counsel shall be but reasonably satisfactory acceptable to the Indemnified Party)) and at its own cost and expense, any matter involving the asserted liability of settlement, or defense thereof unless: (i) the Indemnifying Party is also a party to the proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate; or (“Asserted Liabilities”), subject to the limitations set forth herein. If ii) the Indemnifying Party shall undertake fails to compromise, settle or defend any such Asserted Liability, it shall promptly notify provide reasonable assurance to the Indemnified Party of its intention financial capacity to do sodefend such proceeding, and the Indemnified Party agrees to cooperate fully provide indemnification with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the respect thereto. The Indemnifying Party shall not settle any such Asserted Liability not, without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed, or conditioned), settle or compromise any action, unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against compromise includes an unconditional release of the Indemnified Party. Notwithstanding an election by If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of notice of a claim of Cryo Intitials: ________________ 14 of 24 Xxxx Initials: ________________ indemnity hereunder that it elects to assume undertake the defense of such action or proceedingthereof, the Indemnified Party shall have the right to employ separate counsel and to participate in contest, settle, or compromise the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party claim but shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability claim without the written consent of the Indemnifying Party, Party (which such consent shall not be unreasonably withheld, delayed, or conditioned). (c) Each party The Indemnifying Party and the Indemnified Party shall cooperate, and cause their respective Affiliates to cooperate, cooperate fully in the defense or prosecution all aspects of any Claim by a Third investigation, defense, pre-trial activities, trial, compromise, settlement, or discharge of any claim in respect of which indemnity is sought pursuant to this Article VIII, including, without limitation, providing the other Party with reasonable access to employees and officers (including as witnesses) and other information. The remedies provided in this Article VIII shall furnish not be exclusive of or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as limit any other remedies that may be reasonably requested in connection therewithavailable to the Indemnified Parties. (d) The Indemnifying Party shall reimburse the Indemnified Party for all Losses within five (5) days of receipt of notice from the Indemnified Party setting forth the amount of such Losses.

Indemnification Procedures. (a) The party seeking In order for a Person that has rights of indemnification under Section 15.02 this Agreement (the each, an “Indemnified Party”) agrees to give prompt notice be entitled to any indemnification provided for under this Agreement, such Indemnified Party must notify the indemnifying party against whom indemnity is sought (the “Indemnifying Party”) in writing, and in reasonable detail, of a claim or demand made by any Person against the assertion of any claim, or the commencement of any suit, Action or proceeding Indemnified Party (each, a “Third-Party Claim”) in respect as promptly as reasonably possible after receipt by such Indemnified Party of which indemnity may be sought under notice of the Third-Party Claim; provided that the failure to give such Section and will provide notification on a timely, complete or accurate basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been materially prejudiced as a result of such information with respect thereto that failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim. (b) If a Third-Party Claim is made against an Indemnified Party, the Indemnifying Party may reasonably requestshall be entitled to participate in the defense thereof and, if it elects, to assume the defense thereof. The failure Should an Indemnifying Party elect to so notify assume the defense of a Third-Party Claim, the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory liable to the Indemnified Party), any matter involving the asserted liability of Party for legal expenses subsequently incurred by the Indemnified Party (“Asserted Liabilities”), subject to in connection with the limitations set forth hereindefense thereof. If the Indemnifying Party shall undertake to compromise, settle or defend any assumes such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceedingdefense, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. (c) Notwithstanding the foregoing, the Indemnified Party, at the Indemnifying Party’s expense, shall have the right to conduct and control, through counsel of its choosing, the defense, compromise and settlement of any Third-Party Claim if (i) such Third-Party Claim involved any criminal allegations or allegations of fraud (including Fraud) against the Indemnified Party, (ii) involved any of the Indemnified Party’s material customers, payors, or suppliers, (iii) the Indemnified Party reasonably believes an adverse determination with respect to such Third-Party Claim would be detrimental to or injure the Indemnified Party’s reputation or future business prospects, or (iv) such Third-Party Claim seeks an injunction or other equitable or non-monetary relief against the Indemnified Party. Additionally, the Indemnifying Party shall lose its right to contest, defend, litigate and settle a Third-Party Claim if it shall fail to accept a tender of the defense of the Third-Party Claim in the manner set forth herein or it shall fail to diligently contest the Third-Party Claim in the reasonable judgment of the Indemnified Party. (d) If the Indemnifying Party chooses to defend any Third-Party Claim, all the parties hereto shall cooperate in the defense or prosecution of such Third-Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s written request and at its expense) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Notwithstanding anything herein the foregoing, no Indemnified Party shall be obligated to provide (i) information that is subject to attorney-client privilege or attorney work-product, or (ii) information that such party reasonably believes to be market sensitive, competitive or strategic in nature. (e) Whether or not an Indemnifying Party shall have assumed the defense of a Third-Party Claim, no Indemnified Party shall admit any Liability with respect to, consent to the contraryentry of any judgment, or settle, compromise or discharge any Third-Party Claim without the prior written consent (which shall not be unreasonably withheld, conditioned, or delayed) of the Indemnifying Party. If the Indemnifying Party shall control the defense of any Third-Party Claim, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable feesadmit any Liability with respect to, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory consent to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with entry of any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other handjudgment, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromisesettle, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense againstdischarge, any such Asserted Liability; provided, however, that the Indemnified Third-Party shall not settle any such Asserted Liability Claim without the prior written consent of the Indemnifying Party, (which such consent shall not be unreasonably withheld, conditioned, or delayed) of the Indemnified Party. (cf) Each party Any indemnity payment under this Agreement shall cooperate, and cause their respective Affiliates be treated as an adjustment to cooperate, in the defense or prosecution of any Claim Purchase Price for Tax purposes to the extent permitted by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithapplicable Law.

Indemnification Procedures. (a) The party seeking Promptly after receipt by a person -------------------------- entitled to indemnification under Section 15.02 5.1.1 and 5.1.2 above (the “an "Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”") of the assertion notice of any claim, or the commencement of any suit, Action action or proceeding (eachinvolving a claim referred to in the preceding subdivisions of this Section 5, such Indemnified Party shall, if a “Claim”) claim in respect thereof is to be made against a party required to provide indemnification (an "Indemnifying Party"), give written notice to the latter of which indemnity may be sought under the commencement of such Section and will provide the Indemnifying Party such information with respect thereto action; provided, -------- however, that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give notice as provided ------- herein shall not relieve the Indemnifying Party of its obligations hereunderobligation under the preceding subdivisions of this Section 5, except to the extent that the Indemnifying Party is actually prejudiced by such failure shall have actually materially prejudiced to give notice. In case any such action is brought against an Indemnified Party, the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice be entitled to participate in and to assume the defense ofthereof, at its own expense and by its own jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel (which counsel shall be reasonably satisfactory to the such Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If and after notice from the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention election so to do soassume the defense thereof, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. In any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the any Indemnified Party shall have the right to employ separate retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to participate 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, in the defense 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 action or proceeding at its own expenseSection; and (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for any Indemnified Party. Notwithstanding anything herein to the contrary, the The Indemnifying Party shall not be entitled to assume control liable for any settlement of any proceeding effected without its written consent, which consent will not be unreasonably withheld, but if settled with such defense but shall pay consent or if there be a final judgment for the reasonable feesplaintiff, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with indemnify the Indemnified Party from and its counsel in 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 or settlement of, or defense againstconsent to entry of any judgment or enter into any settlement with respect to, any such Asserted Liability; provided, however, that pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party shall not settle any is an actual or potential party to such Asserted Liability without the written consent action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the Indemnifying PartyIndemnified Party from all liability arising out of such action or claim; and (B) does not include a statement as to or an admission of fault, which such consent shall not be unreasonably withheld. (c) Each party shall cooperateculpability or a failure to act, and cause their respective Affiliates to cooperate, in the defense by or prosecution on behalf of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithIndemnified Party.

Indemnification Procedures. In the event that any Indemnitee (aeither a Xxxxxxx Indemnitee or a Biogen Idec Indemnitee) The party seeking intends to claim indemnification under Section 15.02 this Article XIV, such Indemnitee shall promptly notify the other Party in writing of the alleged Liability. The indemnifying Party (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) shall have the right to control the defense thereof, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the assertion of any claimIndemnitee (which approval shall not be unreasonably withheld), or and the commencement of any suitIndemnitee may participate in such defense at such Indemnitee’s expense (unless the Indemnitee shall have reasonably concluded, Action or proceeding (eachbased upon a written opinion from outside legal counsel, a “Claim”) in respect of which indemnity that there may be sought under such Section and will provide a conflict of interest between the Indemnifying Party and the Indemnitee in the defense of such information with respect thereto that action, in each of which cases the Indemnifying Party may reasonably requestshall pay the fees and expenses of one law firm serving as counsel for the Indemnitee). The failure of any Indemnitee to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except under this Agreement to the extent that such failure shall have actually materially prejudiced to give notice did not result in prejudice to the Indemnifying Party or the Indemnifying Party. (b) ’s insurer. The Indemnifying Party shall have the rightParty, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of any such action claim or proceeding at its own expense. Notwithstanding anything herein to litigation, shall not, except with the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses approval of the Indemnified Party’s legal counsel, Indemnitee (which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent approval shall not be unreasonably withheld. ), consent to entry of any judgment or enter into any settlement which (ci) Each party would result in injunctive or other relief being imposed against the Indemnitee; or (ii) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such claim or litigation. The Indemnitee shall cooperatefurnish such information regarding itself or the claim in question as the Indemnifying Party may reasonably request in writing, and cause their respective Affiliates to cooperate, shall be reasonably required in connection with the defense of such claim or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithlitigation resulting therefrom.

Indemnification Procedures. (a) The party hereto seeking indemnification under Section 15.02 14.02 (the “Indemnified Party”) agrees to give prompt notice to the party hereto against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 thirty (30) days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld, conditioned or delayed. (c) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking If any proceeding shall be brought or asserted against any Person entitled to indemnification under Section 15.02 this Article VII (the an “Indemnified Party”) agrees to give prompt notice to ), such Indemnified Party shall promptly notify the party against Person from whom indemnity indemnification is sought (the an “Indemnifying Party”) of the assertion of any claimin writing, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto shall be permitted to assume the defense thereof, including the employment of counsel; provided that the Indemnifying failure of any Indemnified Party may reasonably request. The failure to so notify the Indemnifying Party give such notice shall not relieve the Indemnifying Party of its obligations hereunderor liabilities pursuant to this Agreement, except to the extent that such failure shall have actually materially prejudiced prejudices the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the An Indemnified Party shall have the right to employ separate counsel in any such proceeding and to participate in the defense thereof, but the fees and expenses of such action counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees or proceeding at its own expense. Notwithstanding anything herein expenses, (ii) the Indemnifying Party shall have failed to assume the contrary, defense of such claim and employ counsel for the defense of such claim or (iii) the Indemnified Party shall have been advised by counsel that a conflict of interest would exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party; provided that the Indemnifying Party shall not be entitled to assume control of such defense but shall pay liable for the reasonable fees, costs fees and expenses of the more than one separate counsel at any time for all Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Parties. The Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle be liable for any settlement of any such Asserted Liability proceeding effected without the its written consent of the Indemnifying Partyconsent, which such consent shall not be unreasonably withheld. . The Indemnifying Party may not settle any proceeding without the prior written consent of the Indemnified Party (cwhich consent shall not be unreasonably withheld) Each party shall cooperate, and cause their respective Affiliates to cooperate, in unless (1) such settlement (1) involves only monetary damages payable solely by the defense or prosecution of any Claim by a Third Indemnifying Party and shall furnish (2) a term of such settlement is that the Person or cause Persons asserting such claim unconditionally and irrevocably release the Indemnified Party from all liability with respect to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewithproceeding.

Indemnification Procedures. (a) The party seeking Indemnified Party agrees that promptly after it becomes aware of facts giving rise to a claim for indemnification under Section 15.02 this Article II, it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim; provided, however, that the Indemnified Party shall not submit claims more frequently than once a calendar quarter (or twice in the “case of the calendar quarter in which the applicable indemnity coverage under this Agreement expires) unless such Indemnified Party”) agrees to give prompt Party believes in good faith that such a delay in notice to the party against whom indemnity is sought (Indemnifying Party would cause actual prejudice to the “Indemnifying Party”) of ’s ability to defend against the assertion of any applicable claim, or . Notwithstanding anything in this Article II to the commencement of any suit, Action or proceeding (eachcontrary, a “Claim”) delay by the Indemnified Party in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderunder this Article II, except to the extent that such failure shall have actually materially prejudiced caused actual prejudice to the Indemnifying Party’s ability to defend against the applicable claim. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt right to control all aspects of such notice to assume the defense ofof (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article II, at its own expense including, without limitation, the selection of counsel, the determination of whether to appeal any decision of any court and by its own counsel (which counsel the settlement of any such matter or any issues relating thereto; provided, however, that no such settlement shall be reasonably satisfactory to entered into without the Indemnified Party), any matter involving the asserted liability consent of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, unless it shall promptly notify includes a full release of the Indemnified Party of its intention to do sofrom such matter or issues, as the case may be, and the does not include any admission of fault, culpability or a failure to act, by or on behalf of such Indemnified Party. (c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification under this Article II, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and its counsel in the compromise or settlement ofmaking available to the Indemnifying Party, or defense againstat no cost to the Indemnifying Party, of any such Asserted Liabilityemployees of the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and therewith the Indemnifying Party agrees to cooperate fully with use commercially reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and its further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 2.4. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the compromise or settlement of, or defense against, of any such Asserted Liabilityclaims covered by the indemnification set forth in this Article II; provided, however, that the Indemnified Party shall not settle may, at its own option, cost and expense, hire and pay for counsel in connection with any such Asserted Liability without defense. The Indemnifying Party agrees to keep any such counsel hired by the written consent Indemnified Party informed as to the status of any such defense, but the Indemnifying Party, which Party shall have the right to retain sole control over such consent shall not be unreasonably withhelddefense. (cd) Each party The date on which the Indemnifying Party receives notification of a claim for indemnification shall cooperatedetermine whether such claim is timely made. (e) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, and cause their respective Affiliates to cooperateIN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY OR INDEMNIFIED PARTY WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR ANY LOST OR PROSPECTIVE PROFITS OR ANY OTHER SPECIAL, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such recordsCONSEQUENTIAL, information and testimonyINCIDENTAL, and attend such conferencesOR INDIRECT LOSSES OR DAMAGES FROM ITS PERFORMANCE UNDER THIS AGREEMENT OR FOR ANY FAILURE OR PERFORMANCE HEREUNDER OR RELATED HERETO, discovery proceedingsWHETHER ARISING OUT OF BREACH OF CONTRACT, hearingsNEGLIGENCE, trials or appealsTORT, as may be reasonably requested in connection therewithSTRICT LIABILITY, OR OTHERWISE, EXCEPT FOR ANY SUCH DAMAGES RECOVERED BY ANY THIRD PARTY AGAINST ANY PARTY IN RESPECT OF WHICH SUCH PARTY WOULD OTHERWISE BE ENTITLED TO INDEMNIFICATION PURSUANT TO THIS ARTICLE II, PROVIDED THAT NO PARTY WILL BE ENTITLED TO INDEMNIFICATION FOR ANY DAMAGES THAT ARE CONTRARY TO APPLICABLE LAW.

Indemnification Procedures. If, for so long as this Agreement is in effect, a party entitled to indemnification hereunder ("Indemnified Party") has actual notice or knowledge of any claim or loss for which indemnification by an indemnifying party hereunder ("Indemnifying Party") is asserted, the Indemnified Party shall give to the Indemnifying Party written notice within such time as is reasonable under the circumstances, describing such claim or loss in reasonable detail. In the event that a demand or claim for indemnification is made hereunder with respect to losses the amount or extent of which is not yet known or certain, the notice of demand for indemnification shall so state, and, where practicable, shall include an estimate of the amount of the losses. (a) The party seeking indemnification under Section 15.02 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) Unless applicable law mandates a cure within a shorter period of the assertion of any claimtime, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall have 30 calendar days from the date of receipt by Indemnifying Party of written notice of a breach of the Indemnifying Party's representations within which to cure such breach or if such breach cannot relieve be cured within 30 days but Servicer has commenced efforts to cure, then within 60 calendar days of such notice. In the event a breach is cured by the Indemnifying Party, the Indemnifying Party shall execute a written acknowledgment of its obligations hereunder, except to the extent cure in such failure shall have actually materially prejudiced form as is approved or provided by the Indemnifying Indemnified Party. (b) The In the case of actual notice of indemnification hereunder involving any litigation, arbitration or legal proceeding, the Indemnifying Party shall have responsibility to, and shall employ counsel acceptable to the rightIndemnified Party, at its optionand shall assume all expense with respect to, exercisable within 30 days after receipt the defense or settlement of such notice claim; provided however, that: (i) the Indemnified Party shall be entitled to assume participate in the defense of, of such claim and to employ counsel at its own expense and by its own counsel to assist in the handling of such claim; and (which counsel ii) the Indemnifying Party shall be reasonably satisfactory to obtain the Indemnified Party), any matter involving the asserted liability prior written approval of the Indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim if, pursuant to or as a result of such settlement or cessation, (“Asserted Liabilities”)1) injunctive or other relief (excepting the payment of money damages) would be imposed against any Indemnified Party which could materially interfere with the business, subject to operations, assets, conditions (financial or otherwise) or prospects of the limitations set forth hereinIndemnified Party, or (2) the settlement of cessation shall result in an indemnification obligation of the Indemnifying Party that, in the reasonable judgment of the Indemnified Party, cannot be fulfilled by the Indemnifying Party in accordance with the terms of this Agreement. If the Indemnifying Party shall undertake does not provide to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party Party, within fifteen (15) days after receipt of its intention to do soa notice of indemnification, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, a written acknowledgment that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume responsibility for the defense or settlement of such action or proceedingclaim as provided in this Section 9.8, the Indemnified Party shall have the right to employ separate counsel defend and to participate in settle the defense claim n such manner as it may deem appropriate at the cost and expense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with shall promptly reimburse the Indemnified Party and its counsel therefor in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheldaccordance with this Agreement. (c) Each party All indemnifications provided for under this Agreement shall cooperatesurvive any termination of this Agreement, and cause their respective Affiliates to cooperate, in the defense or prosecution liquidation of any Claim Mortgage Loan or the transfer or assignment by a Third Party and shall furnish Owner to another Person of any Mortgage Loan or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested any interest in connection therewithany Mortgage Loan.

Indemnification Procedures. In case any claim or litigation which might give rise to any indemnification obligation (aan "Asserted Liability") The of a party under this Article V (each an "Indemnifying Party") shall come to the attention of the party seeking indemnification under Section 15.02 hereunder (the “"Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party"), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party (in the case of its intention a claim for indemnification pursuant to do soSection 5.1(a), by notice to the Stockholder Representative) in writing of the existence, nature and amount of the potential Loss for which indemnification may be sought. Failure to give such notice shall not prejudice the rights of the Indemnified Party, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. With respect to claims or litigation concerning third parties, the Indemnifying Party may defend against an Asserted Liability on behalf of the Indemnified Party utilizing counsel reasonably acceptable to the Indemnified Party, unless (i) the Indemnified Party reasonably objects to such assumption of the defense on the ground that counsel for such Indemnifying Party cannot represent both the Indemnified Party and the Indemnifying Party agrees because such representation would be reasonably likely to cooperate fully with result in a conflict of interest or because there may be defenses available to the Indemnified Party and its counsel in that are not available to such Indemnifying Party or (ii) the compromise action or settlement of, proceeding seeks injunctive or defense against, any such Asserted Liability; provided, however, that other equitable relief against the Indemnified Party that would materially affect, restrain or interfere with the business of the Indemnified Party. If the Indemnifying Party defends an Asserted Liability, it shall do so at its own expense and shall not be responsible for the costs of defense, investigative costs, attorney's fees or other expenses incurred to defend the Asserted Liability (collectively, "Defense Costs") of the Indemnified Party (which may continue to defend, at its own expense). If the Indemnified Party assumes or maintains the defense of an Asserted Liability by reason of clause (i) or (ii) above, or because the Indemnifying Party has not elected to assume the defense, then such Indemnifying Party shall indemnify the Indemnified Party for its reasonable Defense Costs. The Indemnifying Party may settle any Asserted Liability only with the consent of the Indemnified Party, which consent shall not be unreasonably withheld. If the Indemnifying Party assumes or maintains the defense of an Asserted Liability as set forth above, then the Indemnified Party may settle such Asserted Liability without only with the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party Any Party seeking indemnification under Section 15.02 hereunder (the “Indemnified Party”) agrees to give prompt notice to shall notify the party against whom indemnity is sought other Party (the “Indemnifying Party”) promptly after it becomes aware of facts supporting a claim or action for indemnification (whether as a result of or claim by a third party or as a result of a direct claim) under this Article VIII, and shall provide to the assertion of Indemnifying Party as soon as practicable thereafter all information and documentation reasonably necessary to support and verify any Losses associated with such claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably requestaction. The failure to so notify or provide information to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderany liability that it may have to any Indemnified Party, except where and to the extent such failure shall have actually materially prejudiced the Indemnifying Party. (b) actual prejudice has been suffered. The Indemnifying Party shall have the rightdefend, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of contest or otherwise protect the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend against any such Asserted Liability, it shall promptly notify the Indemnified Party of claim or action at its intention to do so, sole cost and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liabilityexpense; provided, however, that the Indemnifying Party shall not settle make any such Asserted Liability settlement or compromise without the prior written consent of the Indemnified Party unless such settlement releases the Party. The Indemnified Party from all liabilities and obligations with respect shall have the right, but not the obligation, to participate in the Asserted Liability and the settlement does not impose injunctive or other equitable relief against defense thereof by counsel of the Indemnified Party’s choice. Notwithstanding an election by the If Indemnifying Party fails timely to assume the defense of defend, contest or otherwise protect against such action suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right to employ separate counsel and do so, including the right to participate in the defense of such action make any compromise or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one handsettlement thereof, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake be entitled to compromise, settle or defend any Asserted Liability in accordance with recover the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the entire cost thereof from Indemnifying Party, which including attorneys’ fees, disbursements and amounts paid as the result of such consent suit, action, investigation, claim or proceeding. Payments of all amounts owing by Indemnifying Party under this Article VIII shall not be unreasonably withheldmade within 30 days after notice thereof. (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking indemnification A Party claiming indemnity under Section 15.02 this Article 11 (the “Indemnified Party”) agrees to shall give prompt written notice to the party against Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “such Claim”) in respect of which indemnity may be sought under such Section and will . The Indemnified Party shall provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunderreasonable assistance, except to the extent such failure shall have actually materially prejudiced at the Indemnifying Party. (b) ’s expense, in connection with the defense of the claim for which indemnity is being sought. The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice right to assume and conduct the defense of, at of the claim with counsel of its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of choice; provided the Indemnified Party (“Asserted Liabilities”), subject to the limitations set forth herein. If the Indemnifying Party shall undertake to compromise, settle or defend any may participate in and monitor such Asserted Liability, it shall promptly notify the Indemnified Party defense with counsel of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liabilityown choosing [***]; provided, howeverprovided further, that the Indemnifying Party shall obtain the prior written consent (such consent to not settle be unreasonably withheld, delayed or conditioned) of any such Asserted Liability without the written consent of the Indemnified Party unless such as to any settlement releases which would materially diminish or [***] Certain information on this page has been omitted and filed separately with the Indemnified Party from all liabilities Securities and obligations Exchange Commission. Confidential treatment has been requested with respect to the Asserted Liability and omitted portions. materially adversely affect the settlement does not impose injunctive scope, exclusivity or other equitable relief against duration of any Patents licensed under this Agreement, would require any payment by such Indemnified Party, would require an admission of legal wrongdoing in any way on the part of an Indemnified Party, would effect an amendment of this Agreement or would otherwise materially adversely affect the Indemnified Party. Notwithstanding an election by So long as the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) is actively defending the claim for indemnification relates to or arises in connection with any criminal proceedinggood faith, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the claim as provided above, which such consent shall not be unreasonably withheld. (ca) Each party shall cooperatethe Indemnified Party may defend against, and cause their respective Affiliates consent to cooperate, in the defense or prosecution entry of any Claim by a Third judgment or enter into any settlement with respect to the claim in any manner the Indemnified Party may deem reasonably appropriate (and shall furnish the Indemnified Party need not consult with, or cause to be furnished such recordsobtain any consent from, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested the Indemnifying Party in connection therewith), and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party as provided in this Article 11.

Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall promptly provide written notice of such claim to the Indemnifying Party. Such notice by the Indemnified Party shall: (a) The party seeking indemnification under Section 15.02 describe the claim in reasonable detail; (b) include copies of all material written evidence thereof; and (c) indicate the “estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party”) agrees . In connection with any claim giving rise to give prompt indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the party against whom indemnity is sought (Indemnified Party, may assume the “defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense, subject to the Indemnifying Party”) of 's right to control the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and will provide defense thereof. If the Indemnifying Party does not assume the defense of any such information with respect thereto that Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may reasonably request. The failure to so notify deem appropriate and no action taken by the Indemnifying Indemnified Party in accordance with such defense and settlement shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except herein provided with respect to the extent such failure any damages resulting therefrom. Seller and Buyers shall have actually materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume cooperate with each other in all reasonable respects in connection with the defense ofof any claim, at its own expense and by its own counsel including: (which counsel shall be reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party i) making available (“Asserted Liabilities”), subject to the limitations set forth hereinprovisions of Section 5.03) records relating to such claim; and (ii) furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such claim. If the Indemnifying Party shall undertake to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the The Indemnifying Party shall not settle any such Asserted Liability Action without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party shall undertake to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the 's prior written consent of the Indemnifying Party, (which such consent shall not be unreasonably withheld, conditioned or delayed). (c) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Indemnification Procedures. (a) The party seeking In the event an Indemnified Party seeks indemnification under Section 15.02 Sections 9.2 or 9.3 (an “Indemnification Claim”), the “Indemnified Party”) agrees to give prompt Party shall promptly provide written notice of such Indemnification Claim to the party against whom indemnity is sought (the “Indemnifying Party”) of ; provided, that no delay by the assertion of any claim, or the commencement of any suit, Action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under such Section and Indemnified Party will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations from any obligation hereunder, except unless, and then solely to the extent such failure shall have that, the Indemnifying Party is actually and materially prejudiced the Indemnifying Party. (b) thereby. The Indemnifying Party shall have the rightshall, at with counsel of its option, exercisable within 30 days after receipt of choice (as long as such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be is reasonably satisfactory to the Indemnified Party), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”)defend against, negotiate, settle or otherwise deal with such Indemnification Claim, subject to the limitations set forth hereinprovisions hereof. If the Indemnifying Party shall undertake elects to compromisedefend against, negotiate, settle or defend otherwise deal with any such Asserted LiabilityIndemnification Claim, it shall promptly shall, within thirty (30) days (or sooner, if the nature of the Indemnification Claim so requires), notify the Indemnified Party of its intention intent to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability and the settlement does not impose injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party be entitled to assume the control in any such defense of such action or proceeding, (and the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for at the reasonable fees, costs and expenses expense of the Indemnified Party’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if ) if: (i) the claim for indemnification Indemnification Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, Legal Proceeding; (ii) the Indemnified Party has been advised by counsel reasonably believes that a reasonable likelihood exists an adverse determination with respect to the Indemnification Claim would be materially detrimental to or materially injure the Indemnified Party’s reputation or business; (iii) the Indemnification Claim seeks an equitable relief; (iv) in the opinion of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on a conflict or potential conflict exists between the other hand, Indemnified Party and the Indemnifying Party that would make such separate representation advisable; (v) the Indemnified Party has additional defenses to the Indemnification Claim not available to the Indemnifying Party; or (iiivi) the Indemnifying Party failed or is failing to actively prosecute or defend such claimIndemnification Claim. If the Indemnified Indemnifying Party shall undertake elects not to compromisedefend against, negotiate, settle or otherwise deal with any Indemnification Claim, the Indemnified Party may defend any Asserted Liability in accordance against, negotiate, settle or otherwise deal with the immediately preceding sentence or after such Indemnification Claim without prejudice to its rights to be indemnified hereunder. If the Indemnifying Party has declined to exercise its option to shall assume the defense of an Asserted Liabilityany Indemnification Claim, the Indemnified Party shall promptly notify the Indemnifying Party of may participate, at its intention to do soown expense, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any of such Asserted LiabilityIndemnification Claim; provided, however, that the fees and expenses of the Indemnified Party’s counsel that are incurred prior to the Indemnifying Party’s effective assumption of any Indemnification Claim shall be the responsibility of the Indemnifying Party. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim. (b) Notwithstanding anything in Section 9.5(a) to the contrary, the Indemnifying Party shall not settle any such Asserted Liability not, without the written consent of the Indemnified Party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment unless: (1) the sole relief is monetary damages that will be solely satisfied by the Indemnifying Party; and (ii) the claimant provides the Indemnified Party an unqualified release from all Liability in respect of the Indemnification Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages, which such consent shall not be unreasonably withheld. (c) Each party shall cooperateincludes a complete release of the Indemnified Party from all other liability in respect of the Indemnification Claim, and cause their respective Affiliates to cooperate, in is made by the defense or prosecution of any Claim by a Third Party and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.applicable third