Common use of Indemnities Clause in Contracts

Indemnities. 12.1 Each Party will indemnify, and keep indemnified, the other Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

Indemnities. 12.1 Each Party will indemnify, and keep indemnified, the other Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice Lotus shall indemnify and hold Interliant harmless from, and defend any claim, suit or proceeding, and pay any settlement amounts or damages awarded by a court of competent jurisdiction, arising out of claims by third parties that matter to the indemnifying Partyany code contributed or developed by Lotus in Instant! Host infringes any United States, specifying in reasonable detail the nature Canadian, EU or Japanese copyright, patent, trade secret or trademark of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs;such third party or parties. (b) not make Interliant shall indemnify and hold Lotus harmless from and defend any admission claim, suit or proceeding, and pay any settlement amounts or damages awarded by a court of liabilitycompetent jurisdiction, arising out of claims by third parties that any code contributed or enter into developed by Interliant in Instant! Host (including the Interliant Code) infringes any agreement United States, Canadian, EU or compromise in relation to the matter in respect Japanese copyright, parent, trade secret or trademark of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld third party or delayed); andparties. (c) allow The obligations to defend and to provide indemnification under this Section 7 are subject to the following conditions: (i) The party claiming indemnification shall promptly notify the party having the duty of indemnification in writing of any indemnifiable claim or action for which indemnification is sought (provided that any failure to so notify shall not limit the indemnifying Party party's indemnification obligation except if and to the extent such failure materially prejudiced the indemnifying party's ability to defend against any claim, suit or other proceeding). (ii) The indemnifying party shall, at its option, have conduct sole control of the proceedings relating defense of any such claim or action and all negotiations for any settlement or compromise, provided that the party seeking indemnification shall have the right to provide for its own, separate defense at its own cost and expense. (iii) Following notice of any action against the indemnified party based on a claim that a indemnifying party's code is infringing, the indemnifying party may at its option (A) procure for the indemnified parry the right to continue using such indemnifying party's code, (B) replace such code with non-infringing code of substantially equivalent functionality, (C) modify such code to make it non-infringing, or (D) terminate this Agreement and pay to the indemnity (and cooperate with indemnified party all amounts received from the indemnified party by the indemnifying Party in relation party under this Agreement. (d) Neither party shall be liable for any claim of infringement based on the other party's modification to all its Software, the combination or use of its software with any product, program or data not provided by it, if and to the extent such proceedings, at claim would not have arisen absent such modification or combination; or any claim would have been avoided by use of the indemnifying Partymost recent version of the party's costs) Software then licensed for use and distribution by the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.other party

Indemnities. 12.1 Each Party will indemnify16.1 The Sponsor shall indemnify Euromoney (for itself and on behalf of its Group Companies shareholders, directors, employees, and keep indemnified, the other Party in full representatives) from and against all costs, expenses, damages and losses (whether direct Losses arising out of or indirectin connection with: a) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of the Sponsor Marks by Euromoney in accordance with this Agreement infringes any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property Rights of any third party.; 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including b) any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid claim that materials provided by the FRC Sponsor or presented by a speaker on behalf of the Sponsor infringe any Intellectual Property Rights of any third party; c) any claim that the publication of the Content by Euromoney in accordance with this Agreement libels or infringes any Intellectual Property Rights of any third party; and/or d) any third party claim arising as a result of any breach by the Sponsor of its obligations under clause 8. 16.2 Euromoney shall indemnify the Sponsor (for itself and on behalf of its Group Companies, directors, employees, and representatives) from and against all Losses arising out of or in connection with any a third party claim made against the FRC arising as a result of or in connection with the RSB's performance any breach by Euromoney of its obligations under this Delegation Agreementclause 8. 12.3 In relation 16.3 Upon receipt by a Party entitled to any claim to be indemnified indemnification under this clause 12 clauses 16.1 or elsewhere in this Delegation Agreement, the indemnified Party shall: 16.2 above (aan “Indemnified Party”) as soon as is reasonably practicable give written of notice of that matter to the indemnifying Partya claim, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, action or enter into any agreement or compromise in relation to the matter proceeding in respect of which it seeks to indemnity may be indemnified without sought hereunder, the prior written consent of Indemnified Party shall promptly notify the indemnifying other Party (such consent not to be unreasonably withheld or delayed); and (cthe “Indemnifying Party”) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying writing. The Indemnifying Party shall at its sole discretion decide what action (if any) to take own expense assume and control the defence of any litigation or proceeding in respect of such matter which indemnity is sought and shall not settle any claim, action or proceeding to which an Indemnified Party is a Party and in respect of which indemnity is sought without the Indemnified Party’s written consent, which shall not be obliged to bring or defend any unreasonably withheld, and the Indemnified Party shall provide the Indemnifying Party with such proceedings if it decides in its sole discretion not to do soassistance (at the Indemnifying Party’s cost) as is reasonably required by the Indemnifying Party.

Indemnities. 12.1 Each Party will indemnify(a) Lender hereby agrees to indemnify and hold harmless Borrower and its affiliates and its former, present and keep indemnifiedfuture directors, the other Party in full officers, employees from and against any and all costsliabilities, expensesjudgments, claims, settlements, losses, damages and other expenses (including, without limitation, direct losses (whether direct or indirectrelating to Borrower’s market activities as a consequence of becoming subject to Section 16(b) including any interest, penaltiesunder the Exchange Act, and including, without limitation, any reasonable legal forbearance from market activities or cessation of market activities and other professional fees awarded against any losses in connection therewith or with respect to this Agreement) (collectively, “Losses”) incurred or paid suffered by the other in respect any such person or entity directly arising from (i) any breach by Lender of any of its representations or warranties contained in Section 7 or (ii) any breach of clause 6 (Confidentiality) or any claim that the use by Lender of any intellectual property of its covenants or agreements in this Agreement; provided, however, that Lender shall not be liable for any Losses arising from (i) any breach by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property Borrower of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under representations or warranties contained in Section 7 or (ii) any breach by Borrower of any of its covenants or agreements in this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) In case any claim or litigation which might give rise to any obligation of Lender under this Section 12 (each an “Indemnifying Party”) shall come to the attention of the party seeking indemnification hereunder (the “Indemnified Party”), the Indemnified Party shall within five Business Days notify the Indemnifying Party in writing of the existence and amount thereof; provided that the failure of the Indemnified Party to give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall promptly notify the Indemnified Party in writing if it accepts such claim or litigation as being within its indemnification obligations under this Section 12. Such response shall be delivered no later than 45 days after the initial notification from the Indemnified Party; provided that, if the Indemnifying Party reasonably cannot respond to such notice within 45 days, the Indemnifying Party shall respond to the Indemnified Party as soon thereafter as reasonably possible. (c) An Indemnifying Party shall be entitled to participate in and, if (i) in the good faith judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim at its expense, but such defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. An Indemnified Party shall not make any admission settlement of liability, any claim or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified litigation under this Section 12 without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and Indemnifying Party. Nothing in this clause (c) allow the indemnifying Party shall be deemed to have conduct limit, or be a waiver of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take either party in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soof, this Section 12.

Indemnities. 12.1 (a) Each Party will indemnifyBorrower shall immediately on demand indemnify the Issuing Bank against any cost, and keep indemnified, the other Party in full against all costs, expenses, damages and losses (whether direct loss or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or liability incurred or paid by the other Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower. (b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document). (c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above. (d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee. (e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any breach Letter of clause 6 (Confidentiality) Credit or any claim that the use Bank Guarantee, regardless of any intellectual property by either Party, as permitted by clause 13 intermediate payment or discharge in whole or in part. (Intellectual Property Rightsf) below, infringes the intellectual property The obligations of any third party. 12.2 The RSB Lender under this Clause will indemnifynot be affected by any act, and keep indemnifiedomission, the FRC in full against all costsmatter or thing which, expensesbut for this Clause, damages and losses (whether direct would reduce, release or indirect), including prejudice any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation Clause (without limitation and whether or not known to it or any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shallother person) including: (ai) as soon as is reasonably practicable give written notice any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incursCredit or Bank Guarantee or other person; (bii) not make the release of any admission other Obligor or any other person under the terms of liabilityany composition or arrangement with any creditor of any member of the Group; (iii) the taking, variation, compromise, exchange, renewal or release of, or enter into refusal or neglect to perfect, take up or enforce, any agreement rights against, or compromise in relation to the matter security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of which it seeks any instrument or any failure to be indemnified without realise the prior written consent full value of the indemnifying Party (such consent not to be unreasonably withheld or delayed); andany security; (civ) allow any incapacity or lack of power, authority or legal personality of or dissolution or change in the indemnifying Party to have conduct members or status of the proceedings relating to the indemnity an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person; (and cooperate with the indemnifying Party in relation to all such v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security; (vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or (vii) any insolvency or similar proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

Indemnities. 12.1 Each Party will indemnify‌ (a) At any time after the Completion Date, the Seller undertakes to indemnify and keep indemnifiedthe Purchaser, its Affiliates and their respective partners, shareholders, officers, directors, employees, representatives and agents (collectively, the other Party in full “Purchaser Indemnified Persons”) indemnified against all costsLosses which they suffer or incur from any breach of, expensesnon-fulfilment of, damages or failure to perform, any of the covenants, statements, obligations and losses representations and warranties of the Seller provided in Clauses 5.1.1 to 5.1.4 of this Agreement. (whether direct b) The rights and remedies of the Purchaser Indemnified Persons or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other Seller in respect of any breach of clause 6 (Confidentiality) or any claim that the use this Agreement, including, without limitation, a breach of any intellectual property of the Seller’s Warranties, shall not be affected by either Partyany act or happening which otherwise might have affected such rights and remedies, except by a specific written waiver by the Purchaser Indemnified Persons or the Seller (as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third partycase may be). 12.2 The RSB will indemnify(c) For the purpose of seeking indemnification under this Clause 6.1, and keep indemnified, a Purchaser Indemnified Person shall provide written intimation to the FRC in full against all costs, expenses, damages and losses (whether direct Seller containing a summary of the matter giving rise to the claim as soon as may be reasonably possible. Any delay or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by failure of a Purchaser Indemnified Person to so notify the FRC as a result of or in connection with any claim made against Seller shall not relieve the FRC arising as a result of or in connection with the RSB's performance Seller of its indemnification obligations under this Delegation Agreement. 12.3 In relation Agreement unless (and only to any the extent that) the Seller’s ability to contest a third party claim is prejudiced by such delay or failure to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, notify. If the indemnified Party shallmatter giving rise to the indemnity claim relates to a third party claim against a Purchaser Indemnified Person: (ai) as soon as is reasonably practicable give written notice of that matter to the indemnifying PartySeller shall promptly, specifying and in reasonable detail the nature any event no later than 10 (ten) Business Days after receipt of the relevant matter and shall use its reasonable endeavours to avoid and mitigate indemnity claim from the losses Purchaser Indemnified Person, inform the Purchaser, in writing, whether it incurswill make payment of all amounts claimed by the third party or contest the third party claim; (bii) if the Seller elects to contest the third party claim, the process set out below shall apply to the Seller’s defense of the third party claim, whereupon the Seller shall be obligated to pay all amounts payable to the third party as may be directed by the appropriate judicial body adjudicating such contestation: (A) in the event that the Seller elects to contest the third-party claim, it shall be authorised to assume control of the process of responding to or contesting the claim notice received from a third-party, at its own cost, through counsels and advisors selected by the Seller; (B) the Purchaser shall cooperate with the Seller in the process of responding to or contesting the third-party claim notice and provide all such information as may be reasonably requested by the Seller in this regard and the Company and the Purchaser shall execute necessary authorisations in favour of the Seller on a case by case basis in this regard; (C) the Seller shall keep the Purchaser informed of all matters pertaining to such action, and shall promptly provide the Purchaser with copies of all submissions, filings, correspondence and documents relating to the action (to the extent available with the Seller);‌ (D) the Purchaser Indemnified Persons shall not make any admission of liability, or enter into any agreement agreement, settlement or compromise in relation to the matter in respect of which it seeks to be indemnified such notice or claim without the prior written consent of the indemnifying Party Seller; and (such E) the Seller shall not submit any correspondence, submissions, amendments or documents pertaining to third-party claims or any proceedings arising in relation thereto or consent to entry of any judgment or enter into any settlement, in each case which has the effect of admitting any liability of the Purchaser Indemnified Persons or make any representations or warranties on behalf of any of the Purchaser Indemnified Persons, in each case without the prior written approval of the Purchaser. (iii) if the Seller elects not to be unreasonably withheld contest the third party claim, or delayedhaving elected to contest the third party claim, does not contest the third party claim: (A) the Seller shall: (1) pay the entire amount claimed by the third party to the Purchaser or the third party (at the Purchaser’s election) no later than the date on which the third party claim is due and payable; and (2) pay any costs and expenses of the Purchaser Indemnified Party within the timelines specified in this Clause 6.1(c)(iii); and (cB) allow the indemnifying Party Purchaser Indemnified Persons shall be entitled to have conduct assume control of the proceedings relating defense of the third party claim consistent with the principles set out below: (1) in the event the Seller fails to either: (x) assume control of the process of responding to or contesting the third-party claim notice; or (y) pay the requisite amounts to the relevant third- party and/or the Purchaser, the Purchaser may, without prejudice to the indemnity and payment obligations of the Seller hereunder, assume control of the process of responding to or contesting the claim notice received from third-parties, through counsels and advisors selected by the Purchaser; (and 2) the Seller shall cooperate with the indemnifying Party Purchaser in the process of responding to or contesting the third-party claim notice and provide all such information as may be reasonably requested by the Purchaser in this regard; (3) the Purchaser Indemnified Persons shall not make any admission of liability, settlement or compromise in relation to such third-party claim notice without the prior written consent of the Seller which consent may not be withheld unreasonably; (4) all such proceedingscosts and expenses incurred by the Purchaser in this regard shall be borne solely by the Seller, at the indemnifying Party's costs) and the indemnifying Party Seller shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.either:

Indemnities. 12.1 Each 7.10.1. Subject to Section 7.10.2, each Party will hereby agrees to indemnify, defend and keep indemnified, hold harmless the other Party in full against all costsParty, expenses, damages and losses (whether direct or indirect) including any interest, penaltiesits Affiliates, and their respective directors, employees and agents from and against any and all Third Party suits, claims, actions, demands, liabilities, expenses and/or losses, including reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, expenses and reasonable legal and other professional attorneys’ fees awarded against or incurred or paid by (“Losses”) to the FRC as a extent such Losses result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: from any: (a) as soon as is reasonably practicable give written notice breach of that matter to warranty by the indemnifying Party contained in the Agreement; (b) breach of the Agreement or applicable law by such indemnifying Party; (c) negligence or willful misconduct of the indemnifying Party, specifying its Affiliates or (sub)licensees, or their respective directors, employees and agents in reasonable detail the nature performance of the relevant matter Agreement; and/or (d) breach of a contractual or fiduciary obligation owed by it to a Third Party (including misappropriation of trade secrets). [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 7.10.2. As used herein, “Indemnitee” shall use its reasonable endeavours mean a party entitled to avoid and mitigate indemnification under the losses terms of Section 7.10.1. A condition precedent to each Indemnitee’s right to seek indemnification under such Section 7.10.1 is that such Indemnitee shall: (a) inform the indemnifying Party under such applicable Section of a Loss as soon as reasonably practicable after it incurs; receives notice of the Loss; (b) if the indemnifying Party acknowledges that such Loss falls within the scope of its indemnification obligations hereunder, permit the indemnifying Party to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Loss (including the right to settle the claim solely for monetary consideration); provided, that the indemnifying Party shall seek the prior written consent (such consent not make to be unreasonably withheld, delayed or conditioned) of any such Indemnitee as to any settlement which would materially diminish or materially adversely affect the scope or duration of any Marks licensed under this Agreement, would require any payment by such Indemnitee, would require an admission of liabilitylegal wrongdoing in any way on the part of an Indemnitee, or enter into would effect an amendment of this Agreement; and (c) fully cooperate (including providing access to and copies of pertinent records and making available for testimony relevant individuals subject to its control) as reasonably requested by, and at the expense of, the indemnifying Party in the defense of the Loss. Provided that an Indemnitee has complied with all of the conditions described in subsections 7.10.2(a) – (c), as applicable, the indemnifying Party shall provide attorneys reasonably acceptable to the Indemnitee to defend against any agreement such Loss. Subject to the foregoing, an Indemnitee may participate in any proceedings involving such Loss using attorneys of the Indemnitee’s choice and at the Indemnitee’s expense. In no event may an Indemnitee settle or compromise in relation any Loss for which the Indemnitee intends to seek indemnification from the matter in respect of which it seeks to be indemnified indemnifying Party hereunder without the prior written consent of the indemnifying Party (Party, or the indemnification provided under such consent not Section 7.10.1 as to such Loss shall be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (null and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do sovoid.

Indemnities. 12.1 (a) Each Party will indemnifyparty to this Agreement hereby agrees to indemnify and hold harmless each of the other parties to this Agreement, and keep indemnifiedtheir respective officers, the other Party in full directors, attorneys, accountants and consultants from and against any and all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred Damages actually suffered or paid by the other in respect any of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC such Persons as a result of the breach of any representation or warranty made by such indemnifying party in connection this Agreement. To the extent that any party's undertakings set forth in this Section 7.2(a) may be unenforceable, such party shall contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by any Person entitled to indemnification hereunder. (b) Any Person seeking indemnification under this Article VII (an "Indemnified Party") shall give each Party from whom indemnification is being sought (each, an "Indemnifying Party") notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Article VII with respect to Damages arising from any claim made against claims of any third party which are subject to the FRC arising indemnification provided for in this Article VII (collectively, "Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive, after the Closing Date, initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a result timely response and in any event within 30 days of or in connection with the RSB's performance receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Delegation Agreement. 12.3 Article VII except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In relation the event the Indemnifying Party exercises the right to undertake any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreementsuch defense against any such Third Party Claim as provided above, the indemnified Indemnified Party shall: (a) as soon shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably practicable give written notice of that matter required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the indemnifying Indemnified Party, specifying at the Indemnifying Party's expense, all such witnesses, records, materials and information in reasonable detail the nature of Indemnifying Party's possession or under the relevant matter and Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liabilitynot, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Indemnified Party, (i) settle or compromise any Third Party (such Claim or consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with entry of any judgment which does not include as an unconditional term thereof the indemnifying delivery by the claimant or plaintiff to the Indemnified Party in relation to of a written release from all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take liability in respect of such matter and Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. No Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 7.2(c) shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do sosettled by the Indemnified Party without the written consent of the Indemnifying Party.

Indemnities. 12.1 Each Party will Subject to the limitations of the Act, the Company shall indemnify, defend, save and keep indemnifiedhold harmless each Member, each member of the Management Committee and the Manager (individually and collectively, the other Party in full "Indemnitee or Indemnitees") from and against all coststhird party claims, expensesloss, damages and losses cost, expense, damage or liability (whether direct or indirect) including any interest, penalties, and any reasonable but not limited to legal fees and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentialityexpenses) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of any act or omission, except for willful misconduct or gross negligence, of such Indemnitee or Indemnitees believed by such Indemnitee or Indemnitees in connection good faith to be within the scope of authority conferred in accordance with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation (a) The rights granted pursuant to this Section 3.6 shall be deemed contract rights, and no amendment or modification of this Section 3.6 shall have the effect of limiting or denying any such right with respect to any claim act, omission or proceeding prior to any such amendment or modification. Each Member understands and acknowledges that the indemnities provided in this Section 3.6 could involve indemnification for negligence or strict liability. Indemnification pursuant to this Section 3.6 shall apply only to matters not otherwise compensated by insurance. (b) The rights to indemnification conferred in this Section 3.6 shall include but are not limited to the right to be paid or reimbursed by the Company for reasonable expenses incurred by the Indemnitee or Indemnitees who is, are or were threatened to be made a defendant or respondent in a proceeding, in advance of the final disposition of such proceeding, without any determination as to such Indemnitee's or Indemnitees' ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred in advance of final disposition of a proceeding shall be made only upon delivery to the Company of a written affirmation and agreement by such Indemnitee or Indemnitees (i) of his, her or its good faith belief that he, she or it has met the standard of conduct necessary for indemnification under this Section 3.6 and (ii) to repay all amounts so advanced if it should ultimately be determined that such Indemnitee or Indemnitees is or are not entitled to be indemnified under this clause 12 Section 3.6 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); andotherwise. (c) allow the indemnifying Party The rights to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) indemnification and the indemnifying Party shall at its sole discretion decide what action (if any) to take advancement and payment of expenses provided for in respect of such matter and this Section 3.6 shall not be obliged exclusive of any other right which any Indemnitee or Indemnitees may have or hereafter acquire under any Law, provision of the Agreement, vote of the Members or otherwise. (d) If this Section 3.6 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify and hold harmless any Indemnitee or Indemnitees for costs, charges and expenses (including but not limited to bring legal fees and other expenses), judgments, fines, and amounts incurred or defend paid in settlement of any action, suit or proceeding, whether civil, criminal, administrative or investigative, to the full extent permitted by any part of this Section 3.6 that shall not have been so invalidated and to the fullest extent permitted by Law. (e) To the extent the Company's assets are insufficient to fund any indemnity to which any Indemnitee or Indemnitees is or are entitled pursuant to this Section 3.6, the Members shall make capital contributions to the Company (or if the Company has been terminated, directly to the Indemnitee or Indemnitees) in proportion to their respective Ownership Interests to fund any such proceedings if it decides indemnification obligations. In the case of Continuing Obligations, for purposes of this Section 3.6, Ownership Interests shall be determined in its sole discretion not accordance with Section 4.2. Nothing in this Section 3.6 shall be deemed to do sowaive or diminish the limitations of liability provided by the Act.

Indemnities. 12.1 2.5.1 Each Party will indemnify, and keep indemnified, Participant shall indemnify the other Party in full Participant, its directors, officers, employees, agents and attorneys or Affiliates (collectively “Indemnified Participant”) against all costsany loss, expensescost, damages and losses expense, damage or liability (whether direct or indirect) including any interest, penalties, and any reasonable legal fees and other professional fees awarded against expenses) due to claims by third parties arising out of or incurred or paid based on a breach by the other in respect Participant (“Indemnifying Participant”) of any breach of clause 6 (Confidentiality) representation, warranty or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC covenant contained in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to 2.5.2 If any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as demand by a third party is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter asserted against an Indemnified Participant in respect of which it seeks such Indemnified Participant may be entitled to indemnification under this Agreement, written Notice of such claim or demand shall promptly be indemnified without given to the prior written consent Indemnifying Participant. The Indemnifying Participant shall have the right, but not the obligation, by notifying the Indemnified Participant within thirty (30) days after its receipt of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct Notice of the proceedings relating claim or demand, to assume the entire Control of (subject to the indemnity (and cooperate with right of the indemnifying Party in relation Indemnified Participant to all such proceedingsparticipate, at the indemnifying Party's costs) Indemnified Participant’s expense and with counsel of the indemnifying Party Indemnified Participant’s choice), the defense, compromise, or settlement of the matter. Any damages to the Assets or business of the Indemnified Participant caused by a failure by the Indemnifying Participant to defend, compromise, or settle a claim or demand in a reasonable and expeditious manner requested by the Indemnified Participant, after the Indemnifying Participant has given Notice that it will assume control of the defense, compromise, or settlement of the matter, shall at its sole discretion decide what action (if any) be included in the damages for which the Indemnifying Participant shall be obligated to take in respect indemnify the Indemnified Participant. Any settlement or compromise of such a matter and by the Indemnifying Participant shall not be obliged to bring include a full release of claims against the Indemnified Participant which has arisen out of the indemnified claim or defend any such proceedings if it decides in its sole discretion not to do sodemand.

Indemnities. 12.1 Each Party will indemnify, and keep indemnified, the other Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shallIf either: (a) as soon as is reasonably practicable give written notice Company receives a claim from a third party that either Google’s or any Google Group Company’s technology used to provide the Services or, where Company has ordered the Search Services and/or AdSense Services , any Google Brand Feature infringe(s) any Intellectual Property Rights of that matter third party; or (b) Google receives a claim from a third party that the Company Content, Site and/or Approved Client Application (if any) infringe(s) any Intellectual Property Rights of that third party or a claim from a Company Partner relating to any use of, or access to, the indemnifying ADX Services, or the implementation or display of Ads on a Site of a Company Partner; (in each case, an “IP Claim”) then the party which received such IP Claim (the “Recipient”) will: (i) promptly notify the other party; (ii) provide the other party with reasonable information, assistance and cooperation in responding to and, where applicable, defending such IP Claim; and (iii) give the other party full control and sole authority over the defence and settlement of such IP Claim. The Recipient may appoint its own supervising counsel of its choice at its own expense. 12.2 Provided the Recipient complies with clause 12.1(i) to (iii) and subject (if applicable) to clause 12.3, the party notified in accordance with clause 12.1(i) (the “Indemnifying Party”) will accept full control and sole authority over the defence and settlement of such IP Claim and will indemnify the Recipient against all damages and costs awarded for such IP Claim, specifying settlement costs approved in writing by the Indemnifying Party in relation to such IP Claim, reasonable detail legal fees necessarily incurred by the nature Recipient in relation to such IP Claim and reasonable costs necessarily incurred by the Recipient in complying with clause 12.1(i) to (iii). 12.3 Google will not have any obligations or liability under this clause 12 in relation to any IP Claim arising from any: (a) use of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incursServices or Google Brand Features in a modified form or in combination with materials not furnished by Google; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and[***] (c) allow the indemnifying Party to [***] (d) acts or omissions by Company Partner. 12.4 Company will not have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party any obligations or liability under this clause 12 in relation to all any IP Claim arising from content, information or data provided to Company by Google save where Company’s use of such proceedingscontent, at information or data is in breach of the indemnifying Party's costs) terms and the indemnifying Party shall conditions of this GSA or any Agreement. 12.5 Google may (at its sole discretion decide what action (if anydiscretion) suspend Company’s use of any Services or Google Brand Features which are alleged, or believed by Google, to take in infringe any third party’s Intellectual Property Rights, or to modify such Services or Google Brand Features to make them non-infringing. If any suspension of Services under this clause continues for more than [***], Company may, at any time until use of the applicable Services is reinstated, terminate the applicable Agreement immediately upon written notice. 12.6 This clause 12 states the parties’ entire liability and exclusive remedy with respect to infringement of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soa third party’s Intellectual Property Rights.

Indemnities. 12.1 Each Party will indemnify, (a) Diamond shall indemnify and keep indemnified, the hold Elanco harmless with respect to any claims by other Party in full against all costs, expenses, damages and losses (whether direct persons who allege injury or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC loss as a result of any action of Diamond in violation of their obligations under this Agreement or in connection for claims resulting from Diamond’s actions resulting from the use of the Diamond Subset. (b) Elanco shall indemnify and hold Diamond harmless with respect to any claim made against the FRC arising claims by other persons who allege injury or loss as a result of or any action of Elanco in connection with the RSB's performance violation of its their obligations under this Delegation AgreementAgreement or for claims resulting from Elanco’s actions resulting from the use of the Elanco Subset on or after the Effective Date. 12.3 In relation to any (c) If either Party becomes aware of a Third-Party claim that (if successful) will result in a loss to be indemnified under this clause 12 or elsewhere in this Delegation AgreementSection, the indemnified Party shall: (a) as soon as is reasonably practicable give written indemnitee will promptly notify the indemnitor in writing. Failure or delay in giving such notice of that matter to shall not affect the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks right to be indemnified except to the extent that it prejudices the defense of the claim. If the indemnitor acknowledges that the claim (if successful) will result in a loss within its obligation to indemnify under this Section, it may assume the defense by giving the indemnitee written acknowledgement of its indemnity obligation and notice of its election to assume the defense within fifteen (15) days after receiving the notice of the claim. If the indemnitor acknowledges its obligation to indemnify and assumes the defense, it will have both the duty to defend and the right to control the defense. The indemnitor will conduct the defense in a prudent manner and will keep the indemnitee reasonably informed as to the status of the defense. The indemnitee will cooperate with the defense and may retain separate counsel at its own expense to participate in, but not control, the defense. Neither Party may settle a claim without the prior written consent of the indemnifying Party (such other, and that consent may not to be unreasonably withheld or delayed); and . If the indemnitor does not timely assume the defense, the indemnitee will have the right (cbut no duty) allow to defend or settle the indemnifying Party to have conduct claim at the risk of the proceedings relating to indemnitor. The indemnitor will reimburse the indemnity indemnitee for its expenses (and cooperate with including reasonable attorney’s fees) of defending or settling the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soclaim.

Indemnities. 12.1 Each 11.2.1 No Indemnified Party will indemnifyshall have any liability to the Partnership or any Partner for any losses, claims, damages or liabilities arising from, related to or in connection with this Agreement or the Partnership's business and keep indemnifiedaffairs (including any act or omission by an Indemnified Party) except for any losses, claims, damages or liabilities resulting from such Indemnified Party's gross negligence or wilful misconduct. In addition, no Indemnified Party shall be liable to the Partnership or any Partner with respect to the accuracy or completeness of any information furnished by such Indemnified Party or any other Indemnified Person regarding any Investee Company where such information is obtained from a third party (including, without limitation, an Investee Company) and not prepared by an Indemnified Party. Notwithstanding the foregoing provisions of this Clause, the other Manager shall be liable for any material breach of any applicable FSA Rules or any provision of FSMA binding on it. 11.2.2 The Partnership shall, to the fullest extent permitted by applicable law, indemnify and hold harmless each Indemnified Party in full against all costsany losses, expensesclaims, damages and losses (whether direct or indirect) including liabilities arising out of, related to or in connection with this Agreement or the Partnership's business or affairs, except for any interestsuch losses, penaltiesclaims, and any reasonable legal and other professional fees awarded against damages or incurred liabilities resulting from such Indemnified Party's gross negligence or paid by wilful misconduct. Subject to the other in respect remaining provisions of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnifiedthis Clause, the FRC Partnership will periodically reimburse each Indemnified Party for all expenses (including fees and expenses of counsel) as such expenses are incurred in full against all costsconnection with investigating, expensespreparing, damages and losses (whether direct pursuing or indirect)defending any proceedings related to, including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result arising out of or in connection with this Agreement or the Partnership's business or affairs whether or not pending or threatened and whether or not any claim made Indemnified Party is a party thereto; provided that expenses incurred by the General Partner in connection with any proceedings brought by or on behalf of the Limited Partners and limited partners in Parallel Funds representing at least 66.7% of Total Commitments in the Partnership and the Parallel Funds (and excluding the General Partner in its capacity as an Investor) against the FRC arising General Partner shall not be reimbursed until such proceedings are resolved, in which event the General Partner shall be indemnified to the extent provided in this Clause; and provided further that such Indemnified Party shall promptly repay to the Partnership the amount of any such reimbursed expenses paid to it if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such Indemnified Party is not entitled to be indemnified by the Partnership in connection with such matter as provided in the exception contained in the previous sentence. If for any reason (other than the gross negligence or wilful misconduct of such Indemnified Party) the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then the Partnership shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim damage or liability in connection with such proportion as is appropriate to reflect the RSB's performance of its obligations under this Delegation Agreementrelative benefits received by the Partnership on the one hand and such Indemnified Party on the other hand, or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations. 12.3 In relation 11.2.3 Each Partner covenants for itself and its successors, assigns, heirs and personal representatives that such person will, at any time prior to or after the dissolution of the Partnership, whether before or after such person's withdrawal from the Partnership, pay to the Partnership or the General Partner on demand any claim amount which the Partnership or the General Partner, as the case may be, properly pays in respect of taxes (including withholding taxes) imposed upon income of, or distributions in respect of, Investments made to be indemnified under this clause 12 such Partner. The General Partner or elsewhere the Manager shall provide any Limited Partner with all relevant information in its possession relating to such payment of taxes. 11.2.4 Notwithstanding anything else contained in this Delegation Agreement, the indemnified Party reimbursement, indemnity and contribution obligations of the Partnership under Clause 11.2.2 (the "Indemnification Obligations") shall: 11.2.4.1 be in addition to any liability which the Partnership may otherwise have; 11.2.4.2 extend upon the same terms and conditions to the officers, directors, employees, Associates, shareholders, agents and representatives of each Indemnified Party; 11.2.4.3 be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of each Indemnified Party; and 11.2.4.4 be limited to the sum of (ax) the assets of the Partnership, plus (y) the aggregate amount of Total Commitments available for drawdown, plus (z) subject to Clause 11.2.5, the aggregate amount of all distributions previously made by the Partnership to the Partners. 11.2.5 Notwithstanding anything else contained in this Agreement, if the Partnership incurs an Indemnification Obligation and the amount of reserves, if any, specifically identified by the Partnership with respect to such Indemnification Obligation is less than the amount of such Indemnification Obligation, the General Partner may require each Investor to repay to the Partnership, at any time or from time to time, whether before or after the dissolution of the Partnership or before or after such person's withdrawal from the Partnership, in satisfaction of such Investor's share of such Indemnification Obligation, all or any portion of the amount of the distributions previously made by the Partnership to such Investor to the extent of such Investor's share of such Indemnification Obligation; provided that no Investor shall be required to make a repayment of any distributions made pursuant to this Agreement, at any time after the third anniversary of the date on which such distributions were made by the Partnership, or to repay any amount which, together with all such amounts previously repaid pursuant to this Clause, would exceed the lesser of (i) the aggregate amount of distributions previously received by such Investor (or the predecessor of such Investor) from the Partnership; and (ii) an amount equal to 25% of such Investor's Commitment. 11.2.6 For the avoidance of doubt, the provisions of this Clause 11.2 shall continue in effect notwithstanding that the Indemnified Party shall have ceased to provide services to or in respect of the Partnership but only as regards the services provided in the period prior to and including such cessation (but not thereafter) and shall continue in effect notwithstanding the termination of the Partnership. 11.2.7 Each Indemnified Party and each other person referred to in this Clause 11.2 will be entitled to enforce the provisions of this Clause 11.2 under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇. 11.2.8 The General Partner will as soon as reasonably possible inform Investors if it is reasonably practicable give written notice aware that any Indemnified Party has sought to claim under the indemnity provisions contained in Clause 11.2.2. 11.2.9 In the event that the assets of that matter the Partnership constitute "plan assets" under the Plan Assets Regulations then, in the case of any ERISA Partner, the provisions of this Clause 11.2 shall only be applied to the indemnifying Party, specifying in reasonable detail extent permitted by ERISA. 11.2.10 Any person receiving the nature benefit of the relevant matter and an indemnity under this Clause 11.2 shall use its reasonable endeavours to avoid exercise any rights of recovery which it may have against its insurer or the relevant Investee Company or their insurers provided that it shall be indemnified out of the Partnership Assets for its reasonable costs and mitigate expenses in seeking to exercise such rights of recovery. To the losses it incurs; (b) not make extent that any admission of liability, or enter into any agreement or compromise person receives an indemnity under this Clause 11.2 and subsequently recovers monies in relation to the same matter from an insurer or Investee Company then such person shall account to the Partnership for the amount so recovered (after deduction of all costs and expenses incurred in respect procuring recovery) or, if less, the amount paid by the Partnership by way of indemnity (net of any tax borne thereon). 11.2.11 The General Partner shall be entitled to obtain insurance covering the Indemnified Parties, the costs of which it seeks to shall be indemnified without the prior written consent an Ongoing Expense of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soPartnership.

Indemnities. 12.1 Each Party will indemnify8.1 Subject to compliance by Subscriber with Clause 8.3, Markit shall indemnify Subscriber against each loss, liability and keep indemnified, the other Party in full against all costs, expenses, damages and losses cost (whether direct or indirect) including any interest, penalties, and any reasonable legal costs and other professional fees awarded against attorneys’ fees) that Subscriber incurs or incurred or paid by the other in respect becomes liable for arising out of: i) a claim of any breach infringement of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (an Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC Right howsoever arising as a result of or in connection with the RSB's performance use of its obligations under the Services by the Subscriber in accordance with this Delegation Agreement; or ii) any breach of Section 7 (Confidentiality) above, (including, without limitation, each loss, liability and cost incurred as a result of defending or settling such claim). 12.3 In relation 8.2 Subject to compliance by Markit with Clause 8.3, Subscriber shall indemnify Markit against each loss, liability and cost (including reasonable legal costs and attorneys’ fees) that Markit incurs or becomes liable for arising out of: i) a claim of infringement of an Intellectual Property Right howsoever arising as a result of or in connection with the receipt or use of the Subscriber Data or any part of it in accordance with this Agreement; or ii) any use of a Service in breach of the terms of this Agreement or a breach of Section 7 (Confidentiality) above, (including, without limitation, each loss, liability and cost incurred as a result of defending or settling such claim); 8.3 If a party (“Indemnified”) becomes aware of a matter which might give rise to a claim to be indemnified against it as contemplated under this clause 12 Clause 8.1 or elsewhere in this Delegation Agreement, the indemnified Party shall8.2: (a) as soon as is reasonably practicable give written notice the Indemnified shall promptly notify the other party (“Indemnifier”) of that the matter and consult with the Indemnifier with respect to the indemnifying Partymatter; provided, specifying in reasonable detail any failure by the nature Indemnified to provide such notice will not relieve the Indemnifier of its indemnification obligations under this Agreement except to the relevant matter and shall use extent the Indemnifier can demonstrate actual, material prejudice to its reasonable endeavours ability to avoid and mitigate the losses it incurs;mount a defence as a result of such failure. (b) not make the Indemnified shall provide to the Indemnifier and its advisors reasonable access to premises and personnel and to all relevant assets, documents and records that it possesses or controls as may be necessary or expedient in order for the Indemnifier to properly deal with such claim; (c) the Indemnified shall: (i) take any admission of liabilityaction and institute any proceedings, and give any information and assistance the Indemnifier may reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter, or enter into any agreement or compromise enforce against a person (other than the Indemnified) Indemnifier’s rights in relation to the matter; and (ii) if the Indemnifier so requests, allow the Indemnifier the exclusive conduct of the proceedings, in each case provided that the Indemnifier shall indemnify the Indemnified for all reasonable costs incurred as a result of such request or choice, and the Indemnified may retain its own counsel at the reasonable cost of the Indemnifier in the event of a bona fide conflict of interest in relation to the indemnified matter where the Indemnifier assumes exclusive conduct of the proceedings as aforesaid. (d) The Indemnified shall not admit liability in respect of which it seeks to be indemnified or settle the matter nor otherwise knowingly prejudice the defence of the claim without first obtaining the prior Indemnifier’s written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and. (c) allow 8.4 Notwithstanding the indemnifying Party indemnities in this Clause 8, the Indemnified shall be obliged to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all mitigate such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take losses as it may incur in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soindemnified matters.

Indemnities. 12.1 Each Party will Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify, pay and keep indemnifiedhold the Bank, and the shareholders, officers, directors, employees and agents of the Bank ("Indemnified Person"), harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (whether or not any of the foregoing Indemnified Persons is a party to any litigation), including, without limitation, reasonable attorneys' fees and costs (including, without limitation, the reasonable estimate of the allocated cost of in-house legal counsel and staff) and costs of investigation, document production, attendance at a deposition, or other Party discovery, prior to the assumption of defense by the Borrower, with respect to or arising out of any proposed acquisition by the Borrower or any of its Subsidiaries of any Person or any securities (including a self-tender), this Agreement or any use of proceeds hereunder, or any claim, demand, action or cause of action being asserted against the Borrower or any of its Subsidiaries (collectively, the "Indemnified Liabilities"), provided that the Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnified Persons. If any claim is made, or any action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, the Indemnified Person shall notify the Borrower within fifteen (15) days of the Bank being notified in full against all costswriting of the commencement of such action, expenses, damages and losses (whether direct suit or indirect) including any interest, penaltiesproceeding, and any reasonable legal and other professional fees awarded against the Borrower may, at its election, assume the defense of such action, suit or incurred or paid proceeding, employing counsel selected by the other in respect of any breach of clause 6 (Confidentiality) or any claim that Borrower and reasonably satisfactory to the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnifyIndemnified Person, and keep indemnified, pay the FRC in full against all costs, expenses, damages fees and losses (whether direct or indirect), including any interest, penalties, expenses of such counsel. This covenant shall survive termination of this Agreement and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature payment of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; outstanding Notes for a period of six (b6) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soyears.

Indemnities. 12.1 Each Party will indemnify(a) Lender hereby agrees to indemnify and hold harmless Borrower and its Affiliates and its former, present and keep indemnifiedfuture directors, the other Party in full officers and employees from and against any and all costsliabilities, expensesjudgments, claims, settlements, losses, damages and other expenses (including, without limitation, direct losses (whether direct or indirectrelating to Borrower’s market activities as a consequence of becoming subject to Section 16(b) including any interest, penaltiesunder the Exchange Act, and including, without limitation, any reasonable legal forbearance from market activities or cessation of market activities and other professional fees awarded against any losses in connection therewith or with respect to this Agreement) (collectively, “Losses”) incurred or paid suffered by the other in respect any such person or entity directly arising from (i) any breach by Lender of any of its representations or warranties contained in Section 7 or (ii) any breach of clause 6 (Confidentiality) or any claim that the use by Lender of any intellectual property of its covenants or agreements in this Agreement; provided, however, that Lender shall not be liable for any Losses arising from (i) any breach by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property Borrower of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under representations or warranties contained in Section 7 or (ii) any breach by Borrower of any of its covenants or agreements in this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) In case any claim or litigation which might give rise to any obligation of Lender under this Section 12 (“Indemnifying Party”) shall come to the attention of the party seeking indemnification hereunder (the “Indemnified Party”), the Indemnified Party shall, as soon as reasonably practicable, notify the Indemnifying Party in writing of the existence and amount thereof; provided that the failure of the Indemnified Party to give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall promptly notify the Indemnified Party in writing if it accepts such claim or litigation as being within its indemnification obligations under this Section 12. Such response shall be delivered no later than 45 days after the initial notification from the Indemnified Party; provided that, if the Indemnifying Party reasonably cannot respond to such notice within 45 days, the Indemnifying Party shall respond to the Indemnified Party as soon thereafter as reasonably possible. (c) An Indemnifying Party shall be entitled to participate in and, if (i) in the good faith judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim at its expense, but such defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. An Indemnified Party shall not make any admission settlement of liability, any claim or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified litigation under this Section 12 without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and Indemnifying Party. Nothing in this clause (c) allow the indemnifying Party shall be deemed to have conduct limit, or be a waiver of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take either party in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soof, this Section 12.

Indemnities. 12.1 Each Party will Banner shall be liable to and indemnify, defend and keep indemnifiedhold CLR, its affiliates and their respective officers, directors, employees, agents and consultants, harmless from and against any and all claims, demands, causes of action, losses and penalties (including, without limitation, attorney’s fees) in any way related to the design, construction, operation, maintenance, ownership, repair, disconnection and removal of the Gathering System or other facilities relating thereto or the ▇▇▇▇▇ Station, ▇▇▇▇▇ Station, or its truck unloading facilities (including, without limitation, all environmental liability), except, and to the extent that, such claims, demands, causes of action, losses and penalties are resulting from or attributable to CLR’s gross negligence or willful misconduct. This provision shall survive termination of this agreement. EXPANSION OF SCOPE: The parties recognize that the list of properties attached hereto and covered hereby may change as CLR’s regional business expands. The list of properties covered hereby may be expanded, altered or amended by written consent executed by the parties. AUDIT RIGHTS: Each party shall have the right at all reasonable times, upon written request, to audit all records of the other party pertinent to this agreement to verify such party’s compliance with the terms and conditions of this agreement. Notwithstanding the foregoing, each party shall be entitled to protect the confidentiality of all information it considers proprietary. If any audit conducted pursuant to this section reveals that there was an inaccuracy or omission in the invoices submitted under this agreement, the other Party in full against all costsparties shall, expenses, damages and losses within ten (whether direct or indirect10) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect days of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property a request by either Partyparty therefore, as permitted by clause 13 (Intellectual Property Rights) belowmeet to discuss the adjustments and/or payments that would be necessary to correct such inaccuracy or omission; provided, infringes the intellectual property of any third party. 12.2 The RSB will indemnifyhowever, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection that no adjustments and/or payment shall be made with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation respect to any claim to be indemnified under this clause 12 inaccuracy or elsewhere in this Delegation Agreement, omission first alleged after the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature second anniversary of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent date of the indemnifying Party (invoice containing such consent not to be unreasonably withheld inaccuracy or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soomission.

Indemnities. 12.1 Each Party 8.1. Decidable will indemnifyindemnify the Customer from and against any and all losses, and keep indemnifieddamages, the other Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interestclaims, penalties, fines, costs and any expenses (including reasonable external legal and other professional fees expenses) suffered or incurred by or awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of Customer arising from any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct party claims or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC actions as a result of or in connection with any claim made breach by Decidable of clause 3.2. 8.2. The Customer will indemnify Decidable from and against the FRC any and all losses, damages, claims, penalties, fines, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against Decidable arising from any third party claims or actions as a result of or in connection with any breach by the RSB's performance Customer of its obligations under this Delegation Agreementclause 4.6. 12.3 In relation to 8.3. Each Party will fully indemnify the other from and against any claim to be indemnified under this clause 12 and all losses, damages, claims, penalties, fines, costs and expenses (including reasonable external legal expenses) suffered or elsewhere incurred by or awarded against the other as a result of or in this Delegation Agreement, the indemnified Party shallconnection with: (a) as soon as is reasonably practicable give written notice any breach by the other of that matter to clause 9 (Confidentiality); and (b) any breach by the other of clause 5 / Schedule 1 (Data Protection). 8.4. In all cases the indemnified party agrees to: (a) promptly notify the indemnifying Partyparty of any allegation of infringement or other claim that may give rise to reliance on an indemnity, specifying in which comes to its attention, and give the indemnifying party all reasonable detail assistance subject to reimbursement by the nature indemnifying party of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incursindemnified party’s costs so incurred; (b) not to make any admission admission, settle, compromise or negotiate the settlement of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified such claim without the prior written consent of the indemnifying Party party (such consent not to be unreasonably withheld or delayed)withheld) provided that the indemnifying party considers and defends any claim diligently, using competent counsel and in such a way as not to bring the reputation of the indemnified party into disrepute; and (c) allow the indemnifying Party party to have conduct of the proceedings relating to the indemnity (and cooperate with settle all negotiations and proceedings, save that the indemnifying Party party may not conclude settlement of any negotiations and proceedings which may have a material effect (whether financial, practical or in relation to all such proceedings, at terms of reputation) on the indemnifying Party's costs) and indemnified party without the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall indemnified party’s prior written consent which will not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do sounreasonably withheld.

Indemnities. 12.1 Each Party will indemnify(a) Cytogen agrees to indemnify and hold Laureate harmless from any damages, liabilities, losses and keep indemnifiedexpenses (including, the other Party without limitation, reasonable attorneys' fees in full against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) seeking indemnification hereunder or any claim that the use by a third person) and amounts paid in settlement of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property claim or suit of any third party. 12.2 The RSB will indemnifynature or kind whatsoever which may be sustained or suffered by Laureate arising with respect to paragraph 9(f) hereof or arising out of, and keep indemnifiedbased upon or by reason of, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter Cytogen supplied Material not Conforming to the indemnifying Partycovenant, specifying representation and warranty made by Cytogen in reasonable detail paragraph 11(b) at the nature time of receipt at the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs;Facility. (b) In the event a Cytogen Supplied Material does not make meet Specification or is otherwise unsuitable for use in the manufacture of CYT-351, CYT-356, Filled ProstaScint Product or Filled Sodium Acetat▇ ▇▇▇▇▇ ▇▇▇ receipt thereof at the Facility by reason of any admission of liabilityaction, act or enter into any agreement or compromise in relation activity by Laureate which does not conform to the matter Cytogen SOPs, the Laureate SOPs, cGMP, the Manufacturing Procedures, the Incoming Acceptance Tests or the Quality Agreement (or Laureate's failure to act in respect of which it seeks to be indemnified without the prior written consent conformity with any of the indemnifying Party (foregoing), Laureate's obligation hereunder shall be to indemnify Cytogen for the actual cost of the Cytogen Supplied Material in question and all costs, fees and expenses incurred by Cytogen in delivering or causing the delivery of the same to the Facility and for any additional Establishment Fee in the event such consent not failure requires Laureate to be unreasonably withheld or delayed); andperform an obligation hereunder after December 31, 2003. Laureate waives any additional Facility Fee in the event such failure requires Laureate to perform an obligation hereunder after December 31, 2003. (c) allow Cytogen agrees to defend, indemnify and hold Laureate harmless from any and all claims by third persons or governmental entities, damages, liabilities, losses and expenses (including, without limitation, reasonable attorney's fees in seeking indemnification hereunder or defending any claim by a third person or a governmental entity) and amounts paid in settlement of any claim or suit of any nature or kind whatsoever which are founded upon or in any manner involve Filled ProstaScint Product or Filled Sodium Acetate Product and which arise or occur following Cytogen's release for shipment from the Facility of Filled ProstaScint Product and/or Filled Sodium Acetate Product. (d) The obligations of the indemnifying Party party under this paragraph 13 are conditioned upon the delivery of written notice to have conduct the indemnifying party of any potential claim arising under this paragraph 13 ("Claim") promptly after the indemnified party becomes aware of such claim. The indemnifying party shall manage and control, at its sole expense, the defense of the proceedings relating to the indemnity (Claim and its settlement. The indemnified party shall cooperate with the indemnifying Party in relation to all such proceedingsparty and may, at the its option and expense, be represented in any such action or proceeding. The indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and party shall not be obliged to bring liable for any litigation costs or defend expenses incurred by the indemnified party without indemnifying party's prior written authorization. In addition, the indemnifying party shall not be responsible for any such proceedings if it decides in its sole discretion not to do soliability resulting from any settlement or compromise by the indemnified party made without the indemnifying party's prior written consent.

Indemnities. 12.1 Each QBD-IP agrees to indemnify and bold TTP harmless from and against all claims and demands resulting from damage or loss occasioned by QBD-IP’s, its Affiliates’ or Sub-Licensees’ use, operation or commercialisation of TTP’s Intellectual Property Rights and from costs and expenses arising therefrom, including legal costs. 12.2 If either Party will indemnify, and keep indemnified, becomes aware of a matter which may give rise to a claim under an indemnity given by the other Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim this Agreement: 12.2.1 that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice notify the other Party immediately of that the matter to the indemnifying Party, specifying (stating in reasonable detail the nature of the relevant matter and, if practicable, the amount claimed) and consult with the other Party with respect to the matter - if the matter has become the subject of proceedings that Party shall use its reasonable endeavours notify the other Party within sufficient time to avoid and mitigate enable the losses it incurs;other Party to contest the proceedings before final judgment; [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. EXECUTION VERSION (b) not make give the other Party and its advisers reasonable access to premises and personnel and to all relevant assets, documents and records that it possesses or controls for the purposes of investigating the matter and enabling the other Party to take the action referred to in Section 12.2.2; (c) having weighed up its reasonable interests with respect to other clients, customers or licensees, take any admission of liabilityaction and institute any proceedings, and give any information and assistance, that the other Party may reasonably request and that Party may reasonably be able to provide to: (i) dispute, resist, appeal, compromise, defend, remedy or enter into any agreement or compromise mitigate the matter; or (ii) enforce against a person (other than the other Party) that Party’s rights in relation to the matter; (d) in connection with proceedings related to the matter (other than against the other Party) use advisers chosen by the other Party and, if the other Party requests, allow the other Party the exclusive conduct of the proceedings; and (e) not admit liability in respect of which it seeks to be indemnified or settle the matter without first obtaining the prior other Party’s written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

Indemnities. 12.1 Each Party will indemnifyWithout limiting any other rights that Buyer may have hereunder or under applicable law, each Transferor and Smithfield Support hereby agrees to indemnify (and pay upon demand to) Buyer, and keep indemnifiedits officers, the other Party in full directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expensesexpenses and for all other amounts payable, damages including reasonable attorneys’ fees (which attorneys may be employees of Buyer) and losses disbursements and, to the extent such Transferor or Smithfield Support does not timely pay such indemnity, any additional liability (whether direct or indirect) including any interest, penalties, interest and expenses) arising from or with respect to any reasonable legal and other professional fees of the foregoing (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or paid as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer of an interest in the other Receivables originated by such Transferor, provided, however, that the indemnification obligations of each Transferor and Smithfield Support hereunder shall expressly exclude: (a) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (b) Indemnified Amounts to the extent the same includes losses in respect of any Receivables originated by such Transferor that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or the intentional non-payment of amounts due by the related Obligor in breach of clause 6 its obligations in respect of such Receivable; or (Confidentialityc) taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof, and taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction in which such Indemnified Party’s principal executive office is located or any political subdivision thereof; provided, however, that nothing contained in this sentence shall limit the liability of such Transferor or Smithfield Support or limit the recourse of each Indemnified Party to such Transferor or Smithfield Support for amounts otherwise specifically provided to be paid by such Transferor under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, but subject in each case to clauses (a), (b) and (c) above, each Transferor and Smithfield Support, as applicable, shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from: (i) any representation or warranty made by such Transferor (or any officer of such Transferor) or Smithfield Support (or any claim officer of Smithfield Support) under or in connection with any Purchase Report, this Agreement, any other Transaction Document or any other information or report delivered by such Transferor or Smithfield Support pursuant hereto or thereto for which Buyer has not received a Purchase Price Credit that shall have been false or incorrect when made or deemed made; (ii) the use failure by such Transferor, to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any intellectual property by either PartyReceivable or Contract included therein with any such applicable law, as permitted by clause 13 rule or regulation or any failure of such Transferor to keep or perform any of its obligations, express or implied, with respect to any Contract; (Intellectual Property Rightsiii) belowany failure of such Transferor or Smithfield Support to perform its duties, infringes covenants or other obligations in accordance with the intellectual property provisions of this Agreement or any third party.other Transaction Document; 12.2 The RSB will indemnify(iv) any products liability, and keep indemnifiedpersonal injury or damage, the FRC in full against all costs, expenses, damages and losses (whether direct suit or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable; (v) any dispute, claim, offset or defense (other than a defense related to the financial condition, or discharge in bankruptcy, of the Obligor) of the Obligor to the payment of any Receivable (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim made against resulting from the FRC sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services or any reduction of the Outstanding Balance of any Receivable due to PASA; (vi) the commingling of Collections of Receivables at any time with other funds; (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, such Transferor’s use of the proceeds of the purchase from it hereunder, the ownership of the Receivables originated by such Transferor or any other investigation, litigation or proceeding relating to such Transferor or Smithfield Support in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any Termination Event; (x) any failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal and equitable title to, and ownership of, the Receivables originated by such Transferor and the associated Collections, and all of such Transferor’s right, title and interest in the Related Security associated with such Receivables, in each case, free and clear of any Adverse Claim (except any Adverse Claim in favor of the Buyer, the Administrative Agent, for the benefit of the Secured Parties or, with respect to the Monetized Receivables and Related Monetized Assets, in favor of the Receivables Agent for the benefit of the Receivables Buyers pursuant to the Monetization Documents); (xi) the failure to have filed, or any delay in filing, financing statements, continuation statement, financing change statement or other similar instruments or documents under the UCC or comparable laws of any applicable jurisdiction or other applicable laws with respect to any Receivable originated by such Transferor, the Related Security and Collections with respect thereto, and the proceeds thereof, whether at the time of the purchase thereof from such Transferor hereunder or at any subsequent time; (xii) any action or omission by such Transferor which reduces or impairs the rights of Buyer with respect to any Receivable or the value of any such Receivable; (xiii) any attempt by any Person to void any purchase of Receivables from such Transferor hereunder under statutory provisions or common law or equitable action; (xiv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the RSB's performance Buyer as a result of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice action of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurssuch Transferor; (bxv) not make the failure of any admission of liability, or enter into Receivable reflected as an Eligible Receivable on any agreement or compromise in relation to the matter in respect of which it seeks Purchase Report prepared by such Transferor to be indemnified without an Eligible Receivable at the prior written consent time acquired by Buyer; (xvi) any In-Transit Receivable included in the calculation of the indemnifying Party (such consent not Net Pool Balance as an Eligible Receivable ceasing to be unreasonably withheld or delayed)deemed to be an Eligible Receivable; and (cxvii) allow the indemnifying Party to have conduct any liability under Section 10.2(b) of the proceedings relating to Credit and Security Agreement, or any breach of Sections 5.1(z)(ii) or 7.2(l) of the indemnity Credit and Security Agreement; provided, further, that the foregoing clauses (and cooperate with the indemnifying Party in relation to all such proceedingsii), at the indemnifying Party's costs(iv), (v), (viii), (x), (xi), (xii), (xiii), (xv) and (xvi) shall not be applicable to Smithfield Support. Notwithstanding the indemnifying foregoing, (i) the foregoing indemnification is not intended to, and shall not, constitute a guarantee of the collectability or payment of the Receivables conveyed hereunder; and (ii) nothing in the Section 6.1 shall require a Transferor or Smithfield Support to indemnify any Indemnified Party shall at for Receivables which are not collected, not paid or otherwise uncollectible on account of the insolvency, bankruptcy, creditworthiness or financial inability to pay of the applicable Obligor or the intentional non-payment of amounts due by the related Obligor in breach of its sole discretion decide what action (if any) to take obligations in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soReceivable.

Indemnities. 12.1 Each Party will indemnify, 11.1 The Customer shall indemnify and keep indemnifiedCANCOM UK indemnified from and against any losses, the other Party in full against all costsdamages, expensesliability, damages costs (including legal fees) and losses (whether direct expenses suffered or indirect) including any interestincurred by, penalties, and any reasonable legal and other professional fees awarded against or incurred or agreed to be paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Partyby, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC CANCOM UK as a result of or in connection with any action, demand or claim made that the proper use or possession of any Customer Materials, infringes the IPR of any third party. 11.2 The Customer shall indemnify and keep CANCOM UK indemnified in respect of all Data Protection Losses suffered or incurred by, awarded against or agreed to be paid by, CANCOM UK and any Sub-Processor arising from or in connection with any: 11.2.1 non-compliance by the FRC arising Customer with the Data Protection Laws; 11.2.2 processing carried out by CANCOM UK or any Sub-Processor pursuant to any Customer instruction that infringes any Data Protection Laws; or 11.2.3 breach by the Customer of any of its obligations under clause 16. 11.3 The Customer shall indemnify and keep CANCOM UK indemnified from and against any losses, damages, liability, costs (including legal fees) and expenses suffered or incurred by, awarded against or agreed to be paid by, CANCOM UK as a result of or in connection with the RSB's performance any breach of its obligations under this Delegation Agreementclause 14 hereof. 12.3 In relation 11.4 The indemnities in sub-clauses 11.1 to any claim 11.3 are subject to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the following conditions: 11.4.1 the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to party promptly notifies the indemnifying Party, specifying indemnifier in reasonable detail the nature writing of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incursaction or claim; (b) not make any admission of liability, 11.4.2 the indemnified party makes no admissions or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified settlements without the indemnifier's prior written consent of consent; 11.4.3 the indemnifying Party (such consent not to be unreasonably withheld or delayed)indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and (c) allow 11.4.4 the indemnifying Party indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim. 11.5 The indemnities in clauses 11.1 to have conduct 11.3 may not be invoked to the extent that the action or claim arises out of the proceedings relating to indemnifier's compliance with any designs, specifications or instructions of the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soindemnified party.

Indemnities. 12.1 38.1 Each Party will indemnify, party agrees to indemnify the other and keep indemnifiedit indemnified from all claims, the other Party in full against all actions, demands, damage, liability or loss, costs, expenses, damages expenses (including reasonable attorney's fees and losses (whether direct or indirect) including any interest, penalties, costs and any reasonable legal and or other professional fees awarded against expenses incurred by any of them in investigating or defending any actions or threatened action,) incurred or paid suffered by the other party by reason of, or in respect of any way connected with, a breach of clause 6 (Confidentiality) this Agreement by the first party or any claim that act or omission of the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third first party. 12.2 The RSB will indemnify38.2 Each party (Indemnifying Party) shall be entitled to take over and conduct in the name of the other party (Indemnified Party) the defence or settlement of any claim for which it is indemnified by the Indemnifying Party under this Agreement. Under this Agreement, the Indemnifying Party has the right to investigate any claim for which it has agreed to indemnify Indemnified Party and with Indemnified Party's consent, settle any claims if Indemnifying Party believes that it is proper. Indemnifying Party's duty to defend ends however, if Indemnified Party refuses to consent to a settlement which Indemnifying Party recommends. Indemnified Party must then defend the claim at its own expense and negotiate any settlement, and keep indemnifiedIndemnifying Party's liability for any settlement or judgement will not be more than the amount for which Indemnifying Party could have settled had Indemnified Party consented. 38.3 As a condition precedent to its right to be indemnified under this Agreement Indemnified Party shall do what is reasonably necessary and practicable to prevent or limit the dissemination of material that is erroneous, the FRC in full against all costsfalse or untrue. 38.4 Indemnified Party shall, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result condition precedent to the right to be indemnified under this Agreement notify the Indemnifying Party in writing as soon as possible of or in connection with any claim made against the FRC arising as a result of Indemnified Party whether such claim be oral or in connection with writing and shall, upon request give Indemnifying Party such information as Indemnifying Party may reasonably require to investigate the RSB's performance matter so reported. 38.5 Indemnifying Party shall be entitled to claim indemnity or contribution at any time in the name of its obligations the Indemnified Party from any party against whom the Indemnifying Party may have such rights. 38.6 Indemnified Party shall not admit any liability, assume any financial obligation or payout any money for or settle any claim which Indemnifying Party is obliged to indemnify Indemnified Party under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified Agreement without the prior written consent of the indemnifying Indemnifying Party. If Indemnified Party (such consent not to does, it will be unreasonably withheld or delayed); andat its own expense. (c) allow the indemnifying 38.7 Nothing in this Agreement requires Indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying indemnify Indemnified Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take for or in respect of such matter and shall not be obliged to bring fines, penalties, taxes, punitive or defend any such proceedings if it decides in its sole discretion not to do soexemplary damages.

Indemnities. 12.1 Each This Schedule shall apply to the conduct, by a Party will indemnifyfrom whom an indemnity is sought under this Agreement (the “Indemnifier”), and keep indemnifiedof claims made by a third person against a party having (or claiming to have) the benefit of the indemnity (the “Beneficiary”). If the Beneficiary receives any notice of any claim for which it appears that the Beneficiary is, or may become, entitled to indemnification under this Agreement (a “Claim”), the other Party Beneficiary shall give notice in full against all costswriting to the Indemnifier as soon as reasonably practicable and in any event within 10 Working Days of receipt of the same. Subject to Paragraph 2, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid on the giving of a notice by the other Beneficiary, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of any breach all (but not part only) of clause 6 the liability arising out of the Claim, the Indemnifier shall (Confidentialitysubject to providing the Beneficiary with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) or any claim that be entitled to dispute the use Claim in the name of the Beneficiary at the Indemnifier’s own expense and take conduct of any intellectual property by either Partydefence, as permitted by clause 13 (Intellectual Property Rights) belowdispute, infringes compromise or appeal of the intellectual property Claim and of any third party. 12.2 The RSB will indemnify, and keep indemnifiedincidental negotiations relating to the Claim. If the Indemnifier does elect to conduct the Claim, the FRC in full against Beneficiary shall give the Indemnifier all costsreasonable cooperation, expensesaccess and assistance for the purposes of such Claim and, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation subject to any claim to be indemnified under this clause 12 or elsewhere in this Delegation AgreementParagraph 2.2, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and Beneficiary shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation which could be prejudicial to the matter in respect defence or settlement of which it seeks to be indemnified the Claim without the prior written consent of the indemnifying Party (Indemnifier. With respect to any Claim conducted by the Indemnifier pursuant to Paragraph 1.3: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; the Indemnifier shall not pay or settle such Claim without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed); and (c) allow and the indemnifying Party Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the proceedings relating Claim and shall be free to pay or settle any Claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the indemnity (and cooperate Indemnifier is not entitled to take conduct of the Claim in accordance with Paragraph 1.3; the Indemnifier fails to notify the Beneficiary in writing of its intention to take conduct of the relevant Claim within 10 Working Days of the notice from the Beneficiary or if the Indemnifier notifies the Beneficiary in writing that it does not intend to take conduct of the Claim; or the Indemnifier fails to comply in any material respect with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect provisions of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soParagraph 1.4.

Indemnities. 12.1 Each Party will indemnify(a) The Seller hereby agrees to indemnify and hold harmless Purchaser and/or its Subsidiaries from and against any and all damages, claims, losses or expenses (including reasonable attorneys' fees and keep indemnified, the other Party in full against all costs, expenses, damages and losses ) (whether direct or indirect"Damages") including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred actually suffered or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC Purchaser and/or its Subsidiaries as a result of the breach of any representation or warranty made by the Seller in connection this Agreement. To the extent that Seller's undertakings set forth in this Section 5.2(a) may be unenforceable, Seller shall contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the parties entitled to indemnification hereunder. (b) Any party seeking indemnification under this Article V (an "Indemnified Party") shall give each party from whom indemnification is being sought (each, an "Indemnifying Party") notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Article V with respect to Damages arising from any claim made against claims of any third party which are subject to the FRC arising indemnification provided for in this Article V (collectively, "Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive, after the Closing Date, initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a result timely response and in any event within 30 days of or in connection with the RSB's performance receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Delegation Agreement. 12.3 Article V except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In relation the event the Indemnifying Party exercises the right to undertake any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreementsuch defense against any such Third Party Claim as provided above, the indemnified Indemnified Party shall: (a) as soon shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably practicable give written notice of that matter required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the indemnifying Indemnified Party, specifying at the Indemnifying Party's expense, all such witnesses, records, materials and information in reasonable detail the nature of Indemnifying Party's possession or under the relevant matter and Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liabilitynot, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Indemnified Party, (i) settle or compromise any Third Party (such Claim or consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with entry of any judgment which does not include as an unconditional term thereof the indemnifying delivery by the claimant or plaintiff to the Indemnified Party in relation to of a written release from all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take liability in respect of such matter and Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 5.2(b) shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do sosettled by the Indemnified Party without the written consent of the Indemnifying Party.

Indemnities. 12.1 Each Party 5.1 HEARTLAND will indemnifydefend and indemnify (including the associated legal expenses) CUSTOMER, Permitted Users, their affiliates and their respective officers, directors, employees, agents, successors and assigns against any claims by third parties for damages incurred by such third parties alleging that the SAAS infringes the third party's intellectual property rights ("Indemnified Claim"). CUSTOMER will give HEARTLAND prompt written notice of such claim, and keep indemnifiedinformation, the other Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penaltiesreasonable assistance, and any the sole authority to defend or settle such claim. In addition to the obligations stated above, in the event that HEARTLAND becomes aware of an actual or potential Indemnified Claim, HEARTLAND shall, in its reasonable legal judgment and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnifya commercially reasonable timeframe, and keep indemnified, the FRC in full against all costs, expenses, damages at its option and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shallexpense either: (ai) as soon as is reasonably practicable give written notice of obtain for CUSTOMER the right to continue using the allegedly infringing SAAS; or (ii) replace or modify the allegedly infringing SAAS so that matter it becomes noninfringing while providing substantially similar functionality. HEARTLAND will have no obligation to defend or indemnify CUSTOMER in the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours event that CUSTOMER agrees to avoid and mitigate the losses it incurs; (b) not make settle any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified infringement claim without the prior written consent of the indemnifying Party HEARTLAND, Inc. (such consent which shall not to be unreasonably withheld withheld) or delayed)for any liability arising out of or relating to any allegations or claims of infringement, to the extent the alleged infringement is based on: (a) a modification of the SAAS by anyone other than HEARTLAND or its agents that is not an Update; and (b) use of the SAAS other than in accordance with the Documentation or the terms of this Agreement; (c) allow the indemnifying Party to have conduct use of a release of the proceedings relating SAAS no longer supported by HEARTLAND because HEARTLAND has replaced or modified the SAAS so as to make it non-infringing; provided CUSTOMER was notified by HEARTLAND of the potential infringement and the availability of such replacement or modification, and given a reasonable opportunity to implement the replacement or modification prior to the indemnity use which serves as the basis for the claim of infringement; (and cooperate d) use of a release of the SAAS without having implemented all Updates provided by HEARTLAND, the use of which would have cured the alleged infringement; (e) exclusively on any Third Party SAAS; (f) use of the SAAS in combination with any other hardware, SAAS (other than Third Party SAAS) or material where, absent such combination, the SAAS would not be infringing, or (g) SAAS or Support Services for which HEARTLAND has not been paid in accordance with the indemnifying Party terms of this Agreement. This Section 5.1 states HEARTLAND's entire liability for actual or alleged infringements and CUSTOMER's sole and exclusive remedy in relation to all thereto. 5.2 CUSTOMER will defend and indemnify HEARTLAND against any claims by third parties for damages incurred by such proceedingsthird parties, at alleging that any data or materials produced and/or distributed and/or received in any media resulting from use of the indemnifying Party's costsSAAS: (i) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring are factually inaccurate, misleading or defend any such proceedings if it decides in its sole discretion not to do so.deceptive;

Indemnities. 12.1 Each Party will indemnifyWithout limiting any other rights that Buyer may have hereunder or under applicable law, each Transferor and Smithfield Support hereby agrees to indemnify (and pay upon demand to) Buyer, and keep indemnifiedits officers, the other Party in full directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expensesexpenses and for all other amounts payable, damages including reasonable attorneys’ fees (which attorneys may be employees of Buyer) and losses disbursements and, to the extent such Transferor or Smithfield Support does not timely pay such indemnity, any additional liability (whether direct or indirect) including any interest, penalties, interest and expenses) arising from or with respect to any reasonable legal and other professional fees of the foregoing (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer of an interest in connection with any claim made against the FRC arising as a result Receivables originated by such Transferor, provided, however, that the indemnification obligations of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shalleach Transferor and Smithfield Support hereunder shall expressly exclude: (a) as soon as is reasonably practicable give written notice of that matter Indemnified Amounts to the indemnifying Party, specifying in reasonable detail extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the nature part of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incursIndemnified Party seeking indemnification; (b) not make any admission of liability, or enter into any agreement or compromise in relation Indemnified Amounts to the matter extent the same includes losses in respect of which it seeks to be indemnified without the prior written consent Receivables originated by such Transferor that are uncollectible on account of the indemnifying Party (insolvency, bankruptcy or lack of creditworthiness of the related Obligor or the intentional non-payment of amounts due by the related Obligor in breach of its obligations in respect of such consent not to be unreasonably withheld or delayed)Receivable; andor (c) allow taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the indemnifying jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof, and taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction in which such Indemnified Party’s principal executive office is located or any political subdivision thereof; provided, however, that nothing contained in this sentence shall limit the liability of such Transferor or Smithfield Support or limit the recourse of each Indemnified Party to have conduct such Transferor or Smithfield Support for amounts otherwise specifically provided to be paid by such Transferor under the terms of this Agreement. Without limiting the generality of the proceedings foregoing indemnification, but subject in each case to clauses (a), (b) and (c) above, each Transferor and Smithfield Support, as applicable, shall indemnify each Indemnified Party for Indemnified Amounts relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.resulting from:

Indemnities. 12.1 Each Party will indemnifyWithout limiting any other rights which Purchaser or Seller may have hereunder or under applicable law, and keep indemnifiedin addition to any other indemnity provided hereunder, the other Party in full Seller hereby agrees to indemnify Purchaser and its respective officers, directors, agents and employees (each, an "INDEMNIFIED PARTY") from and against any and all costs, expenses, damages and losses Losses incurred by any of them relating to or resulting from: (whether direct 1) any representation or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid warranty made by the other in respect of any breach of clause 6 Seller (Confidentiality) or any claim that the use officers, employees or agents of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property RightsSeller) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of under or in connection with this Agreement, any periodic report required to be furnished thereunder or any other information or document delivered by Seller pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (2) the failure by Seller to (a) comply with any applicable law, rule or regulation with respect to any Purchase or (b) perform or observe any material obligation or covenant hereunder; or (3) the failure by Seller (if so requested by Purchaser) to execute and properly file, or any delay in executing and properly filing, financing statements or other similar instruments or documents under the Uniform Commercial Code of any applicable jurisdiction or other applicable laws with respect to the Mortgage Loans. Promptly after receipt by an Indemnified Party under this Article XX of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the FRC arising as a result indemnifying party under this Article XX, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability that it may have to any Indemnified Party otherwise than under this Article XX. In case any such action is brought against any Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, to assume the defense thereof, with counsel satisfactory to such Indemnified Party; PROVIDED, HOWEVER, that if the defendants in any such action include both the Indemnified Party and the indemnifying party and the Indemnified Party or parties shall have reasonably concluded that there may be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the indemnifying party, the Indemnified Party or parties shall have the right to elect separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or parties. Upon receipt of notice from the indemnifying party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of counsel, the indemnifying party will not be liable for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the RSB's performance defense thereof, unless (i) the Indemnified Party shall have employed separate counsel in connection with the assertion of its obligations legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, approved by you in the case of Article XX, representing the Indemnified Parties under this Delegation Agreement. 12.3 In relation Article XX, who are parties to any claim such action), (ii) the indemnifying party shall not have employed counsel satisfactory to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Indemnified Party shall: (a) as soon as is reasonably practicable give written to represent the Indemnified Party within a reasonable time after notice of that matter to commencement of the action or (iii) the indemnifying Party, specifying in reasonable detail party has authorized the nature employment of counsel for the Indemnified Party at the expense of the relevant matter indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter only be in respect of which it seeks the counsel referred to be indemnified without the prior written consent of the indemnifying Party in such clause (such consent not to be unreasonably withheld i) or delayed(iii); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

Indemnities. 12.1 Each Party will indemnify(a) Lender hereby agrees to indemnify and hold harmless Borrower and its affiliates and its former, present and keep indemnifiedfuture directors, the officers, employees and other Party in full agents and representatives from and against any and all costsliabilities, expensesjudgments, damages and losses (whether direct or indirect) including any interestclaims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any reasonable legal such person or entity directly or indirectly arising from, by reason of, or in connection with, (i) any breach by Lender of any of its representations or warranties contained in Section 9 or (ii) any breach by Lender of any of its covenants or agreements in this Agreement. (b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its former, present and future directors, officers, employees and other professional fees awarded agents and representatives from and against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Partyand all liabilities, as permitted by clause 13 (Intellectual Property Rights) belowjudgments, infringes the intellectual property of any third party. 12.2 The RSB will indemnifyclaims, and keep indemnifiedsettlements, the FRC in full against all costslosses, expensesdamages, damages and losses (whether direct or indirect)fees, including any interestliens, taxes, penalties, obligations and reasonable legal and other professional fees awarded against or expenses incurred or paid suffered by the FRC as a result of any such person or entity directly or indirectly arising from, by reason of, or in connection with (i) any breach by Borrower of any of its representations or warranties contained in Section 9 or (ii) any breach by Borrower of any of its covenants or agreements in this Agreement. (c) In case any claim made against or litigation which might give rise to any obligation of a party under this Section 14 (each an "INDEMNIFYING PARTY") shall come to the FRC arising attention of the party seeking indemnification hereunder (the "INDEMNIFIED PARTY"), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the existence and amount thereof; provided that the failure of the Indemnified Party to give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall promptly notify the Indemnified Party in writing if it accepts such claim or litigation as a result of or in connection with the RSB's performance of being within its indemnification obligations under this Delegation AgreementSection 14. Such response shall be delivered no later than 30 days after the initial notification from the Indemnified Party; provided that, if the Indemnifying Party reasonably cannot respond to such notice within 30 days, the Indemnifying Party shall respond to the Indemnified Party as soon thereafter as reasonably possible. 12.3 In relation (d) An Indemnifying Party shall be entitled to participate in and, if (i) in the judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim to at its expense, but such defense shall be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is conducted by legal counsel reasonably practicable give written notice of that matter satisfactory to the indemnifying Indemnified Party, specifying in reasonable detail the nature of the relevant matter and . An Indemnified Party shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission settlement of liability, any claim or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified litigation under this Section 14 without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

Indemnities. 12.1 A. Each Party will of the PUBLISHER and TELMETRICS shall indemnify, defend, and keep indemnifiedsave harmless the other, including their shareholders, directors, officers, employees, agents and representatives from and against all claims, demands, actions and expenses, including reasonable legal fees, due to third party claims that ***. The PUBLISHER shall indemnify, defend, and save harmless TELMETRICS with respect to any claim related to the PUBLISHER’s misuse of the Call Measurement Data including breach of any privacy laws or regulations. TELMETRICS shall specifically indemnify, defend, and hold the PUBLISHER harmless for any claim, lawsuit, investigation, inquiry or demand that is asserted by any third party that is related to or arises from any security breach or other compromise of TELMETRICS’ databases, software or systems. This indemnity shall survive the delivery of, inspection of, acceptance of, and payment for, the other Party in full against all costs, expenses, damages and losses (whether direct services provided hereunder as well as the expiration or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect termination of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation B. The indemnifying party shall promptly provide notice of any Claim; provided however, that any delay in notice shall not relieve the indemnifying party’s indemnification obligations, unless, and only to any claim the extent that, such delay materially impairs the indemnifying party’s ability to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give defend against such Claim. Promptly after receipt of written notice of that matter any claim, demand, suit, or legal proceeding for which the indemnifying party may be responsible under this indemnity obligation (collectively, “Claims”), the indemnifying party shall assume, at its expense, the defense of the Claim. The indemnifying party shall maintain control of the defense of Claims, except to the extent that settlement of a Claim or consent to entry of a judgment would adversely affect the indemnified party, in which case the indemnifying Partyparty must obtain the indemnified party’s written consent prior to any settlement or consent to entry of a judgment. C. The indemnifying party shall pay the full amount of any judgment, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liabilityaward, or enter into settlement with respect to any agreement or compromise in relation Claim and all other expenses related to resolution of such Claim, including costs, interest and the matter in respect of which attorneys’ fees it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings incurred relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soClaim.

Indemnities. 12.1 Each 7.10.1. Subject to Section 7.10.2, each Party will hereby agrees to indemnify, defend and keep indemnified, hold harmless the other Party in full against all costsParty, expenses, damages and losses (whether direct or indirect) including any interest, penaltiesits Affiliates, and their respective directors, employees and agents from and against any and all Third Party suits, claims, actions, demands, liabilities, expenses and/or losses, including reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, expenses and reasonable legal and other professional attorneys’ fees awarded against or incurred or paid by (“Losses”) to the FRC as a extent such Losses result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: from any: (a) as soon as is reasonably practicable give written notice breach of that matter to warranty by the indemnifying Party contained in the Agreement; (b) breach of the Agreement or applicable law by such indemnifying Party; (c) negligence or willful misconduct of the indemnifying Party, specifying its Affiliates or (sub)licensees, or their respective directors, employees and agents in reasonable detail the nature performance of the relevant matter and Agreement; and/or (d) breach of a contractual or fiduciary obligation owed by it to a Third Party (including misappropriation of trade secrets). 7.10.2. As used herein, “Indemnitee” shall use its reasonable endeavours mean a party entitled to avoid and mitigate indemnification under the losses terms of Section 7.10.1. A condition precedent to each Indemnitee’s right to seek indemnification under such Section 7.10.1 is that such Indemnitee shall: (a) inform the indemnifying Party under such applicable Section of a Loss as soon as reasonably practicable after it incurs; receives notice of the Loss; (b) not make any admission if the indemnifying Party acknowledges that such Loss falls within the scope of liabilityits indemnification obligations hereunder, permit the indemnifying Party to assume direction and control of the defense, litigation, settlement, appeal or enter into any agreement or compromise in relation other disposition of the Loss (including the right to settle the matter in respect of which it seeks to be indemnified without claim solely for monetary consideration); provided, that the indemnifying Party shall seek the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld withheld, delayed or delayed)conditioned) of any such Indemnitee as to any settlement which would materially diminish or materially adversely affect the scope or duration of any Marks licensed under this Agreement, would require any payment by such Indemnitee, would require an admission of legal wrongdoing in any way on the part of an Indemnitee, or would effect an amendment of this Agreement; and and (c) allow fully cooperate (including providing access to and copies of pertinent records and making available for testimony relevant individuals subject to its control) as reasonably requested by, and at the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with expense of, the indemnifying Party in relation the defense of the Loss. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to all such proceedingsRule 24b-2 of the Securities Exchange Act of 1934, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soas amended.

Indemnities. 12.1 Each Party will indemnify, and keep indemnified11.1 Subject to the Customer's compliance with Clause 11.3, the other Party in full Supplier shall indemnify the Customer from and against all costs, expenses, damages and losses Losses together with reasonably incurred legal expenses (whether direct or indirecton the standard basis) including any interest, penalties, and any reasonable legal and other professional fees awarded against suffered or incurred or paid by the other in respect Customer as a direct result of any breach of clause 6 a Claim that: (ConfidentialityA) or any claim that the Customer's use of any intellectual property by either Party, as permitted by clause 13 the Foreground IPR in accordance with the rights granted under Clause 10.9; or (Intellectual Property RightsB) belowthe Customer's use of Supplier Background IPR in accordance with the rights granted under Clause 10.7, infringes the intellectual property Intellectual Property Rights of any third partyperson. 12.2 The RSB will indemnify, and keep indemnified11.2 Subject to the Supplier's compliance with Clause 11.3, the FRC in full Customer shall indemnify the Supplier from and against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable Losses together with all reasonably incurred legal and other professional fees awarded against expenses suffered or incurred or paid by the FRC Supplier as a result of or a Claim that the Supplier's use of the Customer Background IPR in connection with any claim made against the FRC arising as a result of or in connection accordance with the RSB's performance rights granted under Clause 10.5 infringes the Intellectual Property Rights of its obligations under this Delegation Agreementany person. 12.3 11.3 In relation to any claim to be indemnified indemnified, the party seeking indemnification under this clause 12 or elsewhere in this Delegation Agreement, Framework Agreement (the "indemnified Party party") shall: (aA) as soon as is reasonably practicable give written notice of that matter to the other party (the "indemnifying Partyparty"), specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses Losses it incurs; (bB) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party party (such consent not to be unreasonably withheld or delayed); and (cC) allow the indemnifying Party party to have the conduct of the all proceedings relating to the indemnity (and cooperate with the indemnifying Party party in relation to all such proceedings, at the indemnifying Partyparty's costscost) and the indemnifying Party party shall at its sole discretion decide what action (if any) any to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so. 11.4 In relation to any and all of the indemnities in this Framework Agreement, the obligations of the indemnifying party to indemnify the indemnified party shall be construed such that the relevant indemnity shall be in respect of direct Losses incurred by the indemnified party and to the extent that such Losses have been or could reasonably have been mitigated by the indemnified party.

Indemnities. 12.1 Each 9.1 The Company hereby undertakes with the Bookrunner and its Indemnified Parties, to the fullest extent permitted by law, to indemnify and hold the Bookrunner and each of its respective Indemnified Parties harmless from and against any Losses which an Indemnified Party will indemnifymay suffer or incur and any Claims which may be made or threatened against an Indemnified Party whatsoever, and keep indemnifiedin each case relating to, arising out of or in connection with the Placing, the First Closing, the Second Closing, the First Admission and/or the Second Admission, including, without limitation, a breach by the Company of its obligations or duties under the terms of this Agreement or Claims brought by any subscriber of any of the Placing Shares or any other person, governmental agency or regulatory body whatsoever. Further, the Company will indemnify and reimburse each Indemnified Party in full against promptly and on demand for all costs, expenses, damages costs and losses expenses (whether direct or indirect) including any interest, penalties, and any reasonable properly incurred legal and other professional fees awarded against or incurred or paid by the other in respect of but excluding any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses recoverable value added tax (whether direct recoverable by way of credit or indirectset-off)) which are incurred by that Indemnified Party in connection with investigating, including preparing, complying with, defending, settling or compromising any interest, penalties, and reasonable legal and other professional fees awarded against such Claim or incurred or paid by the FRC as a result of in establishing its right to be indemnified under this Agreement or in connection with any matter incidental to any of the foregoing, whether or not the Indemnified Party is a party or otherwise involved in such Claim and whether or not resulting in liability on the part of the Indemnified Party, including but not limited to: (a) any of the Placing Documents not containing, or being alleged not to contain, all the information required to be stated in such Placing Documents; or (b) any statement contained in any of the Placing Documents or any other document, announcement, public statement or other financial promotion issued by or on behalf of the Company in connection with the Placing, the First Closing, the Second Closing, the First Admission or Second Admission not being, or being alleged not to be, complete, true, accurate, fair or reasonable or being, or being alleged to be, misleading or any untrue statement or alleged untrue statement of a material fact contained in the Placing Documents or any other document, announcement, public statement or other financial promotion issued by or on behalf of the Company in connection with the Placing, the First Closing, the Second Closing, First Admission or Second Admission (or in any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading; or (c) any breach, or alleged breach, by the Company of any of its obligations under this Agreement or any of the ancillary documents referred to in it; or (d) any breach, or alleged breach, of any of the Warranties; or (e) the issue, publication or dissemination of the Placing Documents or any other announcement or public statement made or issued by or on behalf of the Company in connection with the First Closing, the Second Closing, the First Admission, Second Admission or otherwise relating to the Placing; or (f) the allotment and issue of the Placing Shares; or (g) the performance by an Indemnified Party of its obligations under this Agreement or otherwise in connection with the Placing; or (h) the implementation of the Placing by the Bookrunner, including contractual arrangements made with Placees in relation to the Placing Shares as contemplated by this Agreement and on the terms of the Placing Documents; or (i) any breach, or alleged breach, by the Company or any of its Directors, agents, employees, officers or professional advisers, to comply with any laws or regulations of any country including, without limitation, any requirement of the Companies Act, MAR, FSMA, the AIM Rules or any other legal, statutory or regulatory requirement in relation to the Placing, provided that the Company shall not be liable in respect of a claim which arises out of, relates to or is based on any of the matters referred to in Clauses 9.1(g) and 9.1(h) (inclusive) with respect to an Indemnified Party, to the extent that the Losses have been Finally Judicially Determined to have arisen from: (i) any Indemnified Party's fraud, wilful default or gross negligence; or (ii) the Loss is for the reimbursement of a fine or penalty imposed upon any Indemnified Party under FSMA or the applicable regulatory system (as defined in the FCA Handbook); (iii) the breach of any duty or liability which the Bookrunner or its affiliates may have to the Company under FSMA or the applicable regulatory system (as defined in the FCA Handbook); or (iv) ordinary course corporation tax on the net income of such Indemnified Party arising on the fees or commissions to which such Indemnified Party is entitled under this Agreement. 9.2 The Bookrunner will be entitled to defend, compromise, settle and deal with any Claim as it may see fit. The Bookrunner will, to the extent reasonable and practicable in the circumstances and subject to any legal privilege, confidentiality restraints or to any requirement imposed by its insurers or the insurers of any of its other Indemnified Parties, consult with the Company and keep the Company informed in relation to any such Claim and supply the Company with such information and copies of relevant documents in relation to any Claim that the Company reasonably requests. 9.3 Without prejudice to the generality of Clause 9.1 and 9.4, the Company undertakes with the Bookrunner and each other Indemnified Party that if HMRC or any other applicable Taxation Authority brings into any charge to Taxation any sum payable under the indemnities contained in Clause 9.1 the amount so payable shall be increased by such additional amount as will ensure that the person to whom payment is made against will retain, after payment of the FRC arising tax so chargeable, the amount it would have retained had no such tax been payable. 9.4 The parties agree and undertake that all sums payable under this Agreement shall be paid in full, free and clear of all deductions or withholdings for or on account of Tax, unless the deduction or withholding is required by law. If any such deductions or withholdings are required by law to be made from any sums payable by the Company under this Agreement, the Company shall be obliged to pay such additional sum as will, after such deductions or withholdings have been made, leave the person to whom payment is made with the same amount as that person would have been entitled to receive in the absence of such requirement to make a deduction or withholding. For the avoidance of doubt, nothing in this Agreement shall confer any right of access on the Company to any records or other information of the Bookrunner or any other Indemnified Party. 9.5 To the extent that the Bookrunner or any other relevant Indemnified Party subsequently obtains any tax credit, allowance or repayment of tax as a result of the Company paying to that person any additional amount pursuant to Clause 9.3 or 9.4 or as a result of or in connection with the RSB's performance circumstances giving rise to the payment of its obligations under this Delegation Agreement. 12.3 In relation any additional amount pursuant to any claim Clause 9.3 or 9.4, that person shall notify the Company and shall remit to the Company an amount which equates to such part of such tax credit, allowance, repayment or relief as shall leave such Indemnified Party after such remittance in no better or worse position (having regard to the time value of money) than it would have been in had the payer not been required to make such increased payment to it. Such remittance shall be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shallpaid: (a) insofar as soon as is reasonably practicable give written notice the tax credit comprises a repayment of that matter to the indemnifying PartyTaxation, specifying in reasonable detail the nature within 10 Business Days of the relevant matter and shall use its reasonable endeavours to avoid and mitigate receipt by the losses it incurs;Bookrunner or the other Indemnified Party of any such repayment; and (b) not make insofar as any admission tax credit comprises a relief, allowance, exemption, set-off, deduction or credit from, against or in respect of liabilityTaxation ("Relief"), within 10 Business Days of the date on which the Bookrunner or enter into the other Indemnified Party utilises such Relief (being the date on which, but for the Relief, the Bookrunner or the relevant Indemnified Party would have been obliged to pay Taxation). 9.6 The Company agrees that, to the fullest extent permitted by law and applicable regulation, no Indemnified Party shall have any agreement liability (whether direct or compromise indirect) to the Company or any of its Affiliates or any of its or their respective directors, officers, employees and agents for or in connection with the Placing or any transactions or conduct in connection with the Placing except to the extent that any Losses incurred by the Company in connection with the Placing are Finally Judicially Determined to have arisen from any Indemnified Party's fraud, wilful default or gross negligence (in each case, other than in connection with the matters referred to in Clauses 9.1(a) to 9.1(f) (inclusive) and 9.1(i)). 9.7 Neither the Bookrunner nor any other Indemnified Party shall be liable for any loss of expected profit, opportunity or business or any indirect, special or consequential loss (howsoever arising) of the Company or any other person. Nothing in this Clause 9 shall apply in relation to any particular Loss to the extent that the application of this Clause 9 in relation to the matter Loss would have the effect of excluding or restricting any duty or liability which the Bookrunner may have to the Company under FSMA or the applicable regulatory system (as defined in the FCA Handbook). 9.8 Notwithstanding any rights or claims which the Company or any of the Directors, officers or employees of the Company may have or assert against any Indemnified Party in connection with this Agreement, the Placing or any of the other arrangements contemplated by the Placing Documents or this Agreement, no claim will be brought by the Company, the Directors, officers or employees of the Company against any director or any other officer and/or employee of any Indemnified Party in respect of any conduct, action or omission by the individual concerned in connection with this Agreement, the Placing, or any of the other arrangements contemplated by the Placing Documents or this Agreement, including the amount at which the Placing Price is fixed and the Company agrees to procure that no such claim is made by any member of the Group or any of its associated companies, directors or employees and to indemnify each such director, officer or employee of an Indemnified Party in respect of any loss or claim suffered or incurred by such a person in respect of such a claim. Nothing in this Agreement shall exclude or limit the liability of the Bookrunner (or any of its Affiliates) or any of their respective directors, employees or consultants to the Company (i) in respect of any fraud or fraudulent concealment on the part of any of them or (ii) to the extent that liability may not be excluded or limited by any applicable law or regulation. 9.9 The Company agrees that it seeks to be indemnified will not, without the prior written consent of the indemnifying Bookrunner, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Claim in respect of which indemnification may be sought under this Clause 9 by the Bookrunner or any other Indemnified Party (whether or not the Bookrunner or such other Indemnified Party is an actual or potential party to such Claim) unless such settlement, compromise or consent includes an unconditional and full release of the Bookrunner and/or such Indemnified Party from all liability arising out of such Claim and does not include a statement as to or an admission of fault, culpability or failure to act, by or on behalf of any Indemnified Party. 9.10 If the Company enters into any agreement or arrangement with any third party adviser ("Third Party Adviser") for the purpose of or in connection with the Placing, the terms of which provide that the liability of the Third Party Adviser to the Company is excluded or limited in any manner, and either the Bookrunner or any other Indemnified Party may have joint or joint and several liability with such Third Party Adviser to the Company arising out of the performance of its duties under this Agreement, the Company shall: (a) not be unreasonably withheld entitled to recover any amount from the Bookrunner or delayed)any other Indemnified Party which, in the absence of such exclusion or limitation, the Bookrunner or such Indemnified Party would have been entitled to recover from such Third Party Adviser pursuant to the Civil Liability (Contribution) Act 1978; (b) indemnify the Bookrunner and/or any other Indemnified Party in respect of any increased liability to any third party which would not have arisen in the absence of such exclusion or limitation; and (c) allow take such other action as the indemnifying Bookrunner and/or such other Indemnified Party may reasonably require to have conduct ensure they are not prejudiced as a consequence of such agreement or arrangement. 9.11 Any action to enforce Clauses 9.1, 9.3, 9.4, 9.6, 9.7, 9.1(i) or 9.10 may only be initiated by an Indemnified Party with the prior written consent of the proceedings relating Bookrunner, which consent may, if given, be given on and subject to such terms as the indemnity (and cooperate with the indemnifying Bookrunner may determine. 9.12 All sums payable to an Indemnified Party in relation pursuant to all this Clause 9 shall be paid within 30 days of written demand by such proceedings, at the indemnifying Indemnified Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

Indemnities. 12.1 Each Borrower shall on demand indemnify each Indemnified Party will indemnifyagainst any loss, and keep indemnifiedcost (including break costs), liability or expense (including legal costs on a full indemnity basis) which the other Indemnified Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that officer or employee of the use of any intellectual property by either Indemnified Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC incurs as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shallwith: (a) as soon as is reasonably practicable give written notice any Event of that matter to the indemnifying PartyDefault, specifying in reasonable detail the nature Potential Event of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs;Default or breach of a Transaction Document; SYNDICATED MULTI-OPTION FACILITY AGREEMENT Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (b) not make the due exercise of any admission of liabilityright, power or enter into remedy under any agreement Transaction Document or compromise in relation any failure to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld exercise any right, power or delayed); andremedy; (c) allow the indemnifying Party Mortgaged Property or the existence of any interest in or control, right, power or remedy with respect to have the Mortgaged Property; (d) any statement in, conduct relying on or omission or alleged omission from the Specified Information or any claim in respect of the proceedings Specified Information; (e) a Segment requested in a Drawdown Notice or Selection Notice not being provided for any reason (including failure to fulfil any condition precedent but excluding any default or negligence by the Indemnified Party which is claiming under this clause); (f) a Participant or the Working Capital Facility Provider receiving payments of principal in respect of any Segment before the last day of a Funding Period relating to the Segment or any period under clause 10.7 or clause 22.1 for any reason, other than prepayment on the last day of a Funding Period in accordance with this Agreement and default by the Agent; or (g) any facsimile transmissions transmitted or purportedly transmitted to a Participant or the Working Capital Facility Provider on behalf of a Borrower or the Operator(excluding any default or negligence by the Indemnified Party which is claiming under this clause). Without limitation the indemnity will cover any amount determined by the relevant Participant or the Working Capital Facility Provider to be incurred because of the liquidation or re-employment of deposits or other funds acquired or contracted for by the relevant Participant or the Working Capital Facility Provider to fund or maintain any Segment or amount (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costsincluding loss of margin) and because of the indemnifying Party shall at reversing or termination of any agreement or arrangement entered into by the relevant Participant or the Working Capital Facility Provider to hedge, fix or limit its sole discretion decide what action effective cost of funding or maintaining any Segment or amount. The indemnity of each Borrower in this clause is several (if anyin proportion to its Borrower's Portion, unless an event or circumstance described in paragraphs (a) to take (g) relates to one Borrower and not the other, in respect of such matter and shall not be obliged to bring which case the first Borrower only will indemnify the Indemnified Parties against the relevant loss, cost, liability or defend any such proceedings if it decides in its sole discretion not to do soexpense).

Indemnities. 12.1 Each Party will indemnify(a) Charterer shall indemnify and hold Owner Covered Group harmless from any charges, and keep indemnified, the other Party in full against all costs, expenses, damages claims, liabilities and losses whatsoever (whether direct or indirect) including except for any interestcharges, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages claims, liabilities and losses (whether direct relating to the tax implications addressed in Clause 8.2 below) which Owner determines it or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or member of Owner Covered Group has incurred or paid by the FRC may incur as a result consequence of the Charterer’s entry into the Project Agreement, Owner’s entry into this Amendment No. 7, or in connection with the Parties entering into any claim made against the FRC arising as a result of other document pursuant to or in connection with the RSB's Project, the Project Agreement or this Amendment No. 7, and that, for the avoidance of doubt, exceed any charges, costs, expenses, claims, liabilities and losses that Owner or any member of Owner Covered Group would have otherwise been liable for under the Charter. Furthermore, the Parties acknowledge and agree that the indemnity contained within this Clause 8 applies from the commencement of the Project Period. (b) It is confirmed, clarified and agreed as follows: (i) that sub-clause 8.1 (a) above shall not apply to any liability specifically addressed by Clause 68 of the Charter as amended (“Specified Liabilities”), which shall subsist and be construed in accordance with their terms regardless of where any Specified Liabilities may be suffered or incurred (including during any use or operation of the Vessel as an FSRU in China or in LNG Carrier Mode) and regardless of the nationality of the Party or Parties to whom any Specified Liabilities are incurred (and Specified Liabilities are hereby confirmed to be liabilities which do not fall within the scope of sub-clause 8.1(a) above); (ii) that Owner’s liability for any tortious act (which includes negligence) by Owner or any member of the Owner Covered Group to any third party shall be treated in the same manner as such tortious act would be treated under the Charter, and the fact that any such tortious act may be committed during operation of the Vessel as an FSRU in China or in LNG Carrier Mode shall not change the allocation of liability which would otherwise apply as a consequence of such tort occurring under the Charter; nor shall the geographical location of any tortious act or the nationality of the party or parties injured by such tortious act(s) affect in any way the allocation of liability therefor. The fact that a tortious act to any third party is committed by Owner or any other member of the Owner Covered Group while ​ ​ ​ SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). operations are conducted under the Project Agreement does not affect in any way the culpability and liability of Owner or any member of the Owner Covered Group for such tortious act(s) (and liability for such acts shall be treated as if they had occurred under the Charter); and any resulting loss suffered by Owner or any member of Owner Covered Group shall not be covered by the indemnity in sub-clause 8.1(a) above save and except that any indemnities or limitations or exclusions of liability available to Owner under the Charter (excluding sub-clause 8.1(a) above) shall apply and shall be available to Owner in respect of any liability arising from use of the Vessel as an FSRU in China or in LNG Carrier Mode; (iii) that the indemnities in sub-clause 8.1(a) above and in Clause 8.2 below shall extend to and for the benefit of each member of Owner Covered Group and that each member of Owner Covered Group shall have the benefit of and may enforce those provisions notwithstanding Clause 11 of this Amendment No.7, provided that no such indemnities shall apply to any liability resulting from Owner’s material failure to comply with a term or condition of the Charter, this Amendment No. 7 or any other addenda or amendments to the Charter, where such material failure is found to result directly in the liability in respect of which Owner is invoking the foregoing indemnity. (c) Irrespective of whether or not the Owner or any applicable member of the Owner Covered Group is in compliance with all relevant laws and regulations in China applicable to the Vessel’s operation in China in FSRU Mode, Charterer shall always be liable for and shall within ***** Business Days of a demand by the Owner indemnify and hold harmless Owner and each other member of Owner Covered Group against all losses, liabilities and costs which the Owner determines will be or has been suffered by Owner or a member of the Owner Covered Group for or on account of Chinese Taxes. Notwithstanding anything to the contrary in this Charter (including this Amendment No. 7), the Charterer shall not indemnify or hold harmless Owner or any member of the Owner Covered Group against, and shall not be liable for, any loss, liability or costs which have been or will be suffered by Owner or any member of the Owner Covered Group for or on account of Chinese Taxes which have been or will be incurred as a result (i) any activity of the Owner or any member of the Owner Covered Group that does not relate to the performance of its obligations under this Delegation Amendment No 7; or (ii) the Owner or any member of the Owner Covered Group being incorporated in or a tax resident of China or having a permanent or fixed establishment in China for any purpose other than directly in relation to this Amendment No. 7. (d) Any tax credit that Owner or any member of Owner Covered Group obtains in relation to such Chinese Taxes shall be deducted from Charterer’s future indemnification amounts when Owner determines that the creditable amount has been confirmed and received by Owner or the applicable member of Owner Covered Group. If Charterer is entitled to a deduction in future indemnification amounts according to the above, but the Owner determines that such deduction ​ SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). cannot be made, Owner shall reimburse Charterer accordingly. For the avoidance of doubt, the provisions of Clause 52 (“Taxes”) shall apply to taxes other than Chinese Taxes. (e) Charterer’s indemnity in Clause 8.2(a) above shall extend to Owner’s and any applicable member of Owner Covered Group’s costs of tax and accounting compliance which have been notified to Charterer and agreed in advance, including, without limitation: (i) the reasonable and documented costs of agents, tax advisers and internal and external tax controllers and (ii) reasonable and documented costs of registering a permanent establishment or branch in China with the Chinese tax authorities and deregistering such permanent establishment or branch at the end of the period of use of the vessel in FSRU mode in China. Charterer shall indemnify Owner and any applicable member of Owner Covered Group irrespective of whether Charterer is indemnified by Project Sub-Charterer under the Project Agreement. 12.3 (f) All payments by Charterer to Owner under the Charter (as amended by this Amendment No. 7) shall be paid without any deduction or withholding for Chinese Taxes. In relation the event that Charterer is required by law to make any such deduction or withholding of Taxes, the amount payable by Charterer to Owner shall be increased by an amount so that the amount after such a deduction or withholding shall be the amount that would have been received by Owner but for such deduction of withholding, and the Charterer shall be also liable for payment of an equivalent amount so deducted or withheld to the applicable governmental authority. (g) This Clause 8.2 applies irrespective of whether any tax obligations under the Charter (as amended by this Amendment No. 7) arise from a tax assessment or reassessment by a governmental authority, or other competent tax authority, during the Project Period or after the termination or expiration of the Charter for a period of ***** years. (h) A reference in this Clause 8 to “determines” means a determination made by the person making the determination acting reasonably. (i) Where the Owner becomes aware of a matter which may give rise to a claim to be indemnified under this clause 12 or elsewhere in this Delegation AgreementClause 8.2 (a “Chinese Tax Claim”), the indemnified Party shall: (a) Owner shall as soon as is reasonably practicable give written notice of that matter to notify the indemnifying Party, specifying Charterer in writing providing reasonable detail of the nature of the liability and the reasons for that liability arising. (j) Subject to being indemnified and secured on a continuing basis to the Owner’s reasonable satisfaction against any costs and expenses which may be incurred by or on behalf of the Owner or a member of the Owner Covered Group, the Owner shall take (or shall procure that a member of the Owner Covered Group shall take) such action as the Charterer may by written notice given to the Owner reasonably request to dispute, resist, appeal against, mitigate or defend the Chinese Tax Claim (the “Action”). (k) If it becomes clear that the Chinese Tax Claim cannot be satisfactorily resolved ​ SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). with the relevant matter tax or governmental authority, and if the Charterer so requests, and provides an opinion from its tax consultant that, on the balance of probabilities, the Owner would be likely to succeed in appealing against the tax or governmental authorities’ arguments, the Owner (subject to it continuing to be satisfied by the level of indemnity provided by the Charterer) may appeal any decision of the relevant tax or governmental authority before the relevant court of first instance (or shall procure that such an appeal is taken). (l) Any further appeal to a higher court (whether to defend or appeal the first instance decision or any decision of a higher court or tribunal) shall be at the absolute discretion of the Owner. (m) The Charterer may, to the extent permitted by relevant law, elect to have conduct of any Action, in which event: (i) the Owner shall, or shall procure that a member of the Owner Covered Group shall, delegate the conduct of such Action to the Charterer (and/or their professional advisers) and give such authority to them as is required to allow them to conduct the Action and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; notify any relevant third party (bincluding, without limitation, any Taxation Authority) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed)authority; and (cii) allow the indemnifying Party provisions of paragraph (l) below shall apply. (n) The Charterer hereby undertakes to the Owner to: (i) keep the Owner promptly on demand informed of all matters relating to the Action and deliver to the Owner copies of all material correspondence relating to the Action; (ii) deliver to the Owner in draft form all material written communications in respect of the Action which the Charterer or its advisers propose to send to a Taxation Authority and take into account all reasonable comments provided by the Owner within ***** Business Days of such delivery; and (iii) obtain the prior written approval of the Owner to: (A) the settlement or compromise of the Chinese Tax Claim which is the subject of the Action; and (B) the agreement of any matter in the conduct of the Action which is likely to affect the amount of the Chinese Tax Claim. (o) The Charterer’s right to have conduct of the proceedings relating Action pursuant to clause 8.2(k) shall not extend to any decision to appeal any decision of a tax or governmental authority before a court or tribunal. (p) For the indemnity (and cooperate with avoidance of doubt, the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party Charterer shall at its sole discretion decide what action (if any) to take not incur any liability in respect of such matter and shall ​ ​ ​ ​ any Chinese Tax which may become payable by the Owner or any member of Owner Covered Group in respect of (i) any activity of the Owner or any member of Owner Covered Group that does not be obliged relate to bring the performance of its obligations under the Charter as amended by this Amendment No 7; or defend (ii) the Owner or any such proceedings if it decides member of Owner Covered Group being incorporated in its sole discretion not or a tax resident of China or having a permanent or fixed establishment in China for any purpose other than in direct relation to do sothe Charter as amended by this Amendment No. 7.

Indemnities. 12.1 Each Party will indemnifyIf the Sale/Purchase is consummated, Purchaser agrees to defend and indemnify Seller against any claims, suits, and keep indemnified, other liabilities to third parties under the other Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal leases and other professional fees awarded against agreements related to the Properties and/or resulting from operations thereon or incurred activities or paid by events related thereto after the other in respect Effective Date (including, but not limited to, any liability resulting from any failure to properly plug and abandon any well▇ ▇▇▇ated on the Properties), except to the extent such liabilities result from the negligence or willful misconduct of any breach of clause 6 (Confidentiality) or Seller. If any claim is made by a party that the use would give rise to a right of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations indemnification under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: party entitled to indemnification (athe "Indemnified Party") as soon as is reasonably practicable will promptly give written notice of that matter thereof to the indemnifying party required to provide indemnification (the "Indemnifying Party"). The Indemnified Party will permit the Indemnifying Party to assume the defense of any such claim or litigation resulting therefrom. Counsel for the Indemnifying Party, specifying which will conduct the defense of such claim or litigation, must be approved by the Indemnified Party, whose approval will not be unreasonably withheld. The Indemnified Party may participate in reasonable detail such defense at the nature Indemnified Party's expense. Neither party will consent to the entry of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, judgment or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified settlement without the prior written consent of the indemnifying Party (such other party, which consent will not to be unreasonably withheld or delayed); and (c) allow withheld. The Indemnified Party will cooperate fully with the indemnifying Indemnifying Party to have conduct of the proceedings relating and make available to the indemnity (and cooperate with the indemnifying Indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at pertinent information under its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do socontrol.

Indemnities. 12.1 Each Party will indemnify, Elevon shall indemnify the Master Distributor and keep indemnifiedthe Master Distributor fully and effectively indemnified on demand from and against any and all losses, the other Party in full claims (or claims for indemnity from any Licensee against all a claim), damages, costs, charges, expenses, damages liabilities, demands, proceedings and losses (whether direct actions which the Master Distributor may sustain or indirect) including incur, or which may be brought or established against it by any interest, penalties, person and which in any reasonable legal and other professional fees awarded against case arise out of or incurred in relation to or paid by reason of the other in respect normal use or possession of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Software Materials infringes the Intellectual Property Rights) below, infringes the intellectual property Rights of any third party. 12.2 The RSB will indemnifyparty provided that: the Master Distributor notifies Elevon in writing as soon as reasonably practicable of any infringement, suspected infringement or alleged infringement of which it becomes aware; Elevon is given immediate and keep indemnified, complete control of such claim; that neither the FRC in full against Master Distributor nor a Sub- Distributor or Licensee prejudice Elevon's defence of such claim; that the Master Distributor gives Elevon all costs, expenses, damages and losses reasonable assistance with such claim (whether direct or indirectat Elevon's expense), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by ; that the FRC claim does not arise as a result of the use of the Software Materials otherwise than in accordance with the terms of this Agreement or an End-User Agreement or with any equipment or programs not approved by Elevon; the infringement does not arise out of a modification or enhancement of the Software by the Master Distributor or its Sub-Distributor; and that Elevon shall have the right to replace or change all or any part of the Software Materials in order to avoid any infringement provided that it does not reduce the functionality, compatibility or utility, of the Software Materials or any part of them by so doing. The foregoing states the entire liability of Elevon to the Master Distributor in respect of the infringement of the Intellectual Property Rights of any unaffiliated third party. Elevon shall indemnify the Master Distributor and keep the Master Distributor fully and effectively indemnified on demand from and against any and all claims, losses, liabilities, damages, costs, charges, demands, proceedings, actions and expenses which the Master Distributor may sustain or incur, or which may be brought or established against it by any person and which in any case arise out of or in connection with relation to or by reason of a claim for breach of warranty, design defect, negligence or product liability or any similar claim made against directly attributable to the FRC arising Software Materials save to the extent that such claim arises as a result of: the Master Distributor's or any of its agents' negligent act or in connection with the RSB's performance omission, recklessness or wilful misconduct or any breach of its obligations under this Delegation Agreement or any End-User Agreement. 12.3 In ; or arises as a result of the use of the Software Materials otherwise than in accordance with the terms of this Agreement or an End-User Agreement or with any equipment or programs not approved by Elevon; or arises out of a modification or enhancement of the Software by the Master Distributor; and provided that: Elevon is informed immediately in writing of the claim and given immediate and complete control of such claim, the Master Distributor does not prejudice Elevon's defence of such claim; and the Master Distributor gives Elevon all reasonable assistance with such claim (at Elevon's expense). Elevon's aggregate liability under this Clause 22.2 shall be limited to a sum equal to the total Royalties received by Elevon from the Master Distributor in the then current Year pursuant to this Agreement. The Master Distributor shall indemnify Elevon and keep Elevon fully and effectively indemnified on demand from and against any and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which Elevon may sustain or incur, or which may be brought or established against it by any person and which in any case arise out of or in relation to or by reason of: any claim to be indemnified breach by the Master Distributor of its obligations under this clause 12 any End-User Agreement or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature any breach by its Sub-Distributors under any analogous obligations; or any unauthorised action or omission of the relevant matter Master Distributor, its employees, agents, its Sub-Distributors or Licensees; or the manner in which the Master Distributor or its Sub- Distributors market the Software (if not approved by Elevon); or the independent and shall unauthorised supply by the Master Distributor or by any of its Sub- Distributors of any products or services for use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, in conjunction with or enter into any agreement or compromise in relation to the matter Software; or any Distributor Modifications and any use of Elevon's Trade Marks in respect of any Distributor Modifications or with any goods or services other than the Software Materials; and provided that: Elevon notifies the Master Distributor in writing as soon as reasonably practicable of any potential claim for which indemnity will be sought; the Master Distributor is given immediate and complete control of such claim; Elevon ensures that it seeks does not prejudice the Master Distributor's defence of such claim; subject to Elevon's obligations to testify or submit other evidence in any legal or arbitral proceeding; and Elevon gives the Master Distributor all reasonable assistance with such claim (at the Master Distributor's expense). The Master Distributor's aggregate liability under this Clause 23.3 shall be indemnified without the prior written consent of the indemnifying Party (such consent not limited to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating a sum equal to the indemnity (and cooperate with total Royalties received by Elevon from the indemnifying Party Master Distributor in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do sothen current Year.

Indemnities. 12.1 Each Party will indemnify8.1 Without limiting any other rights or remedies the Purchaser may have, Seller Parent shall indemnify the Purchaser, its Affiliates and any Purchaser Group Company (including any Target Group Company from and after Completion) (each, a “Purchaser Indemnified Party”) against, and keep indemnifiedshall pay to such Purchaser Indemnified Party a sum equal to all liabilities, the other Party in full against all costs, expenses, damages and losses (whether direct or indirectand all other reasonable professional costs and expenses, including attorney’s fees) including any interest, penalties, and any reasonable legal and other professional fees awarded against suffered or incurred by such Purchaser Indemnified Party, arising out of or paid by in connection with the other in respect of following: 8.1.1 any breach of clause 6 the Fundamental Warranties (Confidentialitya “Fundamental Warranty Claim”); 8.1.2 any breach of the General Warranties solely to the extent such breach arises solely from actions taken by, or any failure to take a required action by, the Sellers or S1 Personnel at any time in the period commencing on January 27, 2022 and ending on the Completion Date (an “Indemnified General Warranty Claim”); 8.1.3 any liability for Tax of a Target Group Company (other than a liability which arises in the ordinary course of business of a Target Group Company) which (i) relates to a period up to and including the Completion Date and (ii) arises solely from actions taken by, or any failure to take a required action by, the Sellers or S1 Personnel at any time in the period commencing on January 27, 2022 and ending on the Completion Date (an “Indemnified Tax Claim”); or 8.1.4 the Specified Matter (a “Specified Matter Claim”) or any claim that the use of any intellectual property by either PartySpecified Case (a “Specified Case Claim”); provided that, as permitted by notwithstanding the foregoing, Sellers’ obligations in this clause 13 (Intellectual Property Rights) belowshall be limited only to the liabilities, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect)and the other reasonable professional costs and expenses, including any interest, penalties, and reasonable legal and other professional fees awarded against attorney’s fees) suffered or incurred by such Purchaser Indemnified Party as a direct result of the Specified Case or paid by Specified Matter Claim (as applicable). Provided, however that notwithstanding the FRC as foregoing, in no event will any of the Sellers have any obligation pursuant to the foregoing clauses 8.1.2 or 8.1.3 to indemnify any Purchaser Indemnified Party for any fact, matter, circumstance or Claim (including any breach of any representation or warranty) that is a result of any action, or in connection with failure to take a required action, by any claim Target Group Company or any Protected Personnel that was not taken (or failed to be taken) at the express direction of S1 Personnel (“Excluded Claims”). For the avoidance of doubt Indemnified General Warranty Claims and Indemnified Tax Claims will not include any Excluded Claims. 8.2 Any Claim validly made against hereunder (which, for the FRC arising avoidance of doubt, excludes Excluded Claims) and actually made by a Purchaser Indemnified Party pursuant to the foregoing clauses 8.1.1, 8.1.2 and 8.1.3 is referred to herein as a result “Covered Indemnity Claim” and collectively as the “Covered Indemnity Claims”. For the avoidance of or in connection with doubt Covered Indemnity Claims will not include the RSB's performance of its obligations under this Delegation AgreementSpecial Indemnity Claims. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter 8.3 Any payment made by Seller Parent in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld a Covered Indemnity Claim or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party a Special Indemnity Claim shall at its sole discretion decide what action (if any) to take include an amount in respect of all costs and expenses reasonably and properly incurred by the Purchaser Indemnified Parties in bringing such matter and shall not be obliged to bring Covered Indemnity Claim or defend any such proceedings if it decides in its sole discretion not to do soSpecial Indemnity Claim.

Indemnities. 12.1 Each Party will indemnify, and keep indemnified, 4.1 HLH undertakes to indemnify the other Party in full Council against all costs, expenses, damages and losses any claim by a third party against the Council (whether direct or indirect) including the reasonable expenses associated with contesting any interest, penaltiessuch claim on a solicitor/client basis, and any reasonable legal and other professional fees costs awarded against or incurred or paid by the other Council in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirectsuch claim), including any interestwhere such claim arises out of, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with with, any failure on the part of HLH to fulfil its obligations under this Agreement in respect of monitoring the condition of the Properties and those aspects of health and safety which are assigned to the Responsible Premises Officers under the Premises Management Guide. 4.2 The Council undertakes to indemnify HLH against any claim made by a third party against HLH (including the FRC arising reasonable expenses associated with contesting any such claim on a solicitor/client basis, and any costs awarded against HLH in respect of any such claim), where such claim arises out of, or in connection with, any failure on the part of the Council to maintain the Properties in a good state of repair and in compliance with statutory requirements, except to the extent that such failure is attributable to 4.2.1 HLH’s failure to fulfil its obligations under this Agreement in respect of monitoring the condition of the Properties in accordance with the Premises Management Guide; or 4.2.2 HLH’s failure to fulfil its obligations in respect of those aspects of health and safety which are assigned to the Responsible Premises Officers under the Premises Management Guide; or 4.2.3 any outstanding works within the category of HLH Default Works. 4.3 Each Party (an “Indemnified Party”) which incurs a loss or liability, or receives a claim, of a nature which may fall within the indemnity contained in clause 4.1 or 4.2, 4.3.1 shall intimate the relevant claim to the other Party (the “Indemnifying Party”) as soon as reasonably practicable after the loss, liability or claim becomes known to the Indemnified Party, providing to the Indemnifying Party all such information and evidence in respect of the claim as is reasonably available to the Indemnified Party; 4.3.2 shall take such steps to resist or defend the claim as the Indemnifying Party may reasonably request or (if the Indemnifying Party so elects) allow the Indemnifying Party the conduct of any defence and/or negotiations in respect of the claim (subject in either case to the Indemnifying Party indemnifying the Indemnified Party in respect of any liability (including reasonable legal expenses on a result solicitor/client basis and any award of or expenses) which the Indemnified Party may thereby incur); 4.3.3 shall keep the Indemnifying Party closely appraised of all developments relating to the claim (including any insurance claim that may be pursued in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incursoccurrence); (b) 4.3.4 shall not make compromise any admission of liabilitysuch claim, or enter into take any agreement or compromise step which would prejudice the defence of such claim, without (in relation to the matter in respect of which it seeks to be indemnified without each such case) the prior written consent of the indemnifying Indemnifying Party (such consent not to be unreasonably withheld or delayed); and (cwithheld) allow except in circumstances where the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect taking of such matter and shall not be obliged steps is required by law; 4.3.5 take all reasonable steps available to bring it to mitigate such loss or defend any such proceedings if it decides in its sole discretion not to do soliability.

Indemnities. 12.1 15.1 GENTA shall indemnify IDIS in respect of: 15.1.1 the manufacture and assembly, packaging and labelling of the Products; 15.1.2 failure to provide any information required to be provided by GENTA to IDIS under the terms of this Agreement within the applicable time frame. 15.2 GENTA shall indemnify IDIS in respect of any allegation or finding that the sale of Products by IDIS in the Territory infringes the Intellectual Property Rights of any third party or any rights of any third party unless such allegation or finding is attributable to any ▇▇▇▇ or method of packaging or get up of the Product or written material or directions relating to the Product applied, used or given by IDIS otherwise than as directed by GENTA. 15.3 Each Party will indemnify, and keep indemnified, party shall indemnify the other Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other party in respect of any breach by it of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, ’s representations and keep indemnified, the FRC warranties given in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to 15.4 The indemnities contained in clauses 15.1, 15.2 and 15.3 above shall be conditional in each case upon the indemnified party: 15.4.1 promptly giving written notice of any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incursparty; (b) 15.4.2 providing the indemnifying party with the absolute discretion to conduct, take or resist any proceedings as it sees fit at its own expense; 15.4.3 providing the indemnifying party on request with such information and assistance in relation to such proceedings as it may reasonably require, subject to the indemnifying party indemnifying the other party against all costs reasonably incurred by it in the provision of such information or assistance; and 15.4.4 does not make any settlement, compromise or prejudicial admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified such claim without the prior written consent of the indemnifying Party party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

Indemnities. 12.1 Each Party will indemnifyThe Company and the Ultimate Parent hereby agree, jointly and keep indemnifiedseverally, the other Party in full to indemnity, v0\em<'117end and hold harmless BCCL and its lawful successors and assigns from and against all costs0 = f o..T ) (3) ---/--+-l 15 any direct losses, liabilities, claims, damages, costs and expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal fees and other professional fees awarded against disbursements in connection therewith (collectively "Claims") incurred by BCCL, which directly arise out of, result from or incurred or paid may be payable by the other in respect virtue of any breach of clause 6 (Confidentiality) any representation, or warranty made by the Ultimate Parent and/or the Company, or any covenants or agreements made or obligations required to be performed by the Ultimate Parent and/or the Company pursuant to this Agreement, provided that any claim for indemnity pursuant to this Article shall be made by BCCL and its lawful successors and assigns by notice in writing to the Company and the Ultimate Parent. It is clarified that the use of default in the amounts due to be paid by Company under this Agreement would be considered a direct loss to BCCL. 7.2 In the event, BCCL receives any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of notice or communication from any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC party in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 Claim, BCCL shall promptly notify the Company and/or the Ultimate Parent of such Claim. BCCL shall not admit compromise or elsewhere in this Delegation Agreement, settle the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified Claim without the prior written consent of the indemnifying Party (Company/Ultimate Parent. The Company/Ultimate Parent may, if it so desires, by notice to BCCL, decide to defend such consent Claim on its own. In such circumstances, BCCL shall provide all further information or records at its disposal that may be required by the Company/Ultimate Parent for this purpose. The Company's/Ultimate Parent's obligation to indemnify pursuant to this Article 7 shall arise immediately upon BCCL being required to make any payments or incurring any liability pursuant to a Claim irrespective of any defence or right of appeal available to it. Notwithstanding anything contained in this Article, BCCL shall not be required to be unreasonably withheld or delayed); and (c) allow the indemnifying Party make any payments in respect to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) any Claim and the indemnifying Party same shall at its sole discretion decide what action (if any) be borne by the Company and the Ultimate Parent. 7.3 BCCL shall procure that all reasonable steps are taken and all reasonable assistance is given to take avoid or mitigate any losses, which in the absence ofmitigation might give rise to a liability in respect of any claim for indemnity under this Article 7. ARTICLES TERMINATION AND CONSEQUENCES OF TERMINATION 8.1 If the Conditions Precedent set forth in Article 3 are not satisfied, or waived (to the extent permissible under applicable Laws), on or before 14 (Fourteen) days from the Execution Date, this Agreement may be terminated, and the transactions contemplated hereby abandoned, by: (a) BCCL, provided that BCCL has not failed to fulfil any Condition Precedent, which BCCL is responsible for; or (b) the Company or the Ultimate Parent, provided that both the Company and the Ultimate Parent has not failed to fulfil any Condition Precedent, which either the Company or the Ultimate Parent is responsible for. The right to terminate as aforesaid shall be without prejudice to all the rights and remedies under applicable Laws available to such matter Party including but not limited to the right to seek, as an alternative to termination, specific performance of obligations under this Agreement or terminate this Agreement and shall seek damages from any Party for the breach committed during the period prior to such termination. 8.2 Notwithstanding the provisions of Article 8.1 above, either Party (the "Non-Defaulting Party") may at its option terminate this Agreement at any time in the event of a breach . by the other Party (the "Defaulting Party") of any of its material representations, warranties, covenants or other obligations under this Agreement, which breach or failure, -"-' ..·.f capable of cure or remedy, has not be obliged been cured or remedied by the Defaulting Party :.;:--\\!.'WAilRiin 14 (Fourteen) days of the receipt of written notice of such breach or failure from ton-Defaulting Party. The termination by the Non Defaulting Party pursuant to bring or defend any such proceedings if it decides in its sole discretion not to do so.a C? c: c a> Baha/i afar MCJg ¥? (3) C) *" .q_· -+ -7---..;. ew oe\'0'* 16

Indemnities. 12.1 9.1. Each Party will shall defend, indemnify, and keep indemnified, hold harmless the other Party in full and its officers, directors, employees, principals (including partners, shareholders or holders of an ownership interest) and agents, from and against any claim, and all costs, expenseslosses, damages or expenses (including reasonable attorneys’ fees and losses (whether direct or indirectcourt costs) including any interestto the extent 9.2. Supplier shall defend, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnifiedhold harmless Accenture, the FRC in full and their officers, directors, employees, and agents, from and against any claim, and all costs, expenseslosses, damages or expenses (including reasonable attorneys’ fees and losses court costs) to the extent such claim: (whether direct a) is made or indirect), including any interest, penalties, threatened by a Client and reasonable legal and other professional fees awarded against or incurred or paid by the FRC arises as a result of the failure of any Products or Services to operate or perform or (b) is made or threatened by any third-party and alleges that the use, combination, provision, or sale of any Product or Service infringes or misappropriates any intellectual property rights of such third-party. Supplier shall have no indemnity obligation under part (b) of this Section 9.2 to the extent that a claim arises solely out of the use of the Product or Service in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreementmanner not reasonably contemplated. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified 9.3. The Party shall: seeking indemnification shall (a) as soon as is reasonably practicable give written notice promptly notify the indemnifying Party of that matter the claim and furnish it with a copy of each communication relating to the indemnifying Partyclaim, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of give the indemnifying Party (such consent not sole authority, at its expense, to be unreasonably withheld defend or delayed); and settle the claim and to conduct any negotiations related to it, and (c) allow give the indemnifying Party such assistance and information as may be reasonably necessary to have conduct of defend or settle the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedingsclaim, at the indemnifying Party's costs) and the ’s expense. The indemnifying Party shall at its sole discretion decide what action (if any) have no obligation to take in respect of such matter and indemnify the indemnified Party under any settlement that is made without the indemnifying Party’s prior written consent. The indemnifying Party shall not be obliged compromise the reputation of the indemnified Party or make any statement or take any action that it should reasonably know is adverse to bring the interests of the indemnified Party, in connection with the settlement or defend any such proceedings if it decides in its sole discretion not to do sonegotiations related thereto.

Indemnities. 12.1 Each Party will indemnifyThe Licensee agrees to indemnify Token against any and all losses, and keep indemnifiedclaims, the other Party in full against all damages, costs, expensescharges, damages expenses and losses liabilities (whether direct or indirect) including any interest, penalties, properly incurred and any reasonable legal and other professional fees awarded against or incurred or paid costs) suffered by the other it directly arising out of in respect of connection with any breach of clause 6 (Confidentiality) or any claim that this Schedule 3 by the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect)Licensee, including any interestfines, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC costs which Token may incur as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSBLicensee's performance breach of its obligations under this Delegation Agreement. 12.3 In Schedule 3 and/or in relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise Complaint made in relation to the matter Licensee providing AIS/PIS under this Schedule 3 and this Agreement. • Mitigation and recovery of loss • Each party shall take all reasonable action to mitigate any loss suffered by it in respect of a fact, matter, event or circumstance giving rise to a warranty or indemnity claim pursuant to the indemnity set out in paragraph 11 of this Schedule 3. Nothing in this Agreement shall restrict or limit the parties' obligations at law to mitigate any loss or damage which it seeks may incur as a result of a fact, matter, event or circumstance giving rise (or potentially giving rise) to a warranty or indemnity claim provided that in relation to a warranty of indemnity claim nothing in this paragraph 12.1 shall imply a greater obligation to mitigate any loss than arises under common law. • Neither party shall be entitled to recover more than once from the other party in respect of the same loss. • Records and reporting • The Licensee shall, for the term of this Agreement, maintain all such accounts, books, records (and other financial reports as Token may from time to time reasonably require) and data relating to the Licensee and its provision of AIS/PIS as may reasonably be required for the proper conduct of its appointment as a PSD Agent or as are required under this Agreement or in accordance with any Legal Requirements ("Records"). • The Licensee agrees that Token and any other person whom ▇▇▇▇▇ may from time to time nominate, including any relevant supervisory or regulatory authority, may on not less than 48 hours’ notice and during normal working hours, have access to all information and Records held by or under the control of the Licensee in respect of its appointment as a PSD Agent and the Licensee shall provide copies (at the Licensee’s cost) of all accounts, books and records relating thereto. • Term and termination of the Appointment • The Appointment shall commence on the Effective Date and shall continue unless and until terminated in accordance with this paragraph 14. • The Appointment shall immediately terminate in the event that the Licensee obtains authorisation from the FCA on its own behalf, which includes permission for carrying on AIS/PIS or any other payment service under the PSRs 2017 and/or PSD2. • Token may terminate the Appointment with or without cause by giving at least 3 months' written notice. • The Appointment shall immediately terminate upon Token ceasing to be indemnified without permitted by the prior FCA to provide AIS/PIS and/or becoming subject to any cancellation or suspension of any such authorisation or permission or the imposition of any conditions or limitations in respect of AIS/PIS to provide AIS/PIS. • The Appointment shall immediately terminate upon termination of this Agreement. • Token may terminate the Appointment immediately on written consent notice if: • it has reasonable grounds to believe that the conditions in regulation 34(7) of the indemnifying Party (such consent PSRs 2017 are not satisfied, or are likely not to be unreasonably withheld satisfied; • it has reasonable grounds to believe that the Licensee has or delayed)is likely to breach any Legal Requirements; and (c) allow or • the indemnifying Party Licensee commits a material breach of any other term of this Schedule 3 or this Agreement which breach is not capable of remedy or if such breach is remediable, the Licensee fails to have conduct remedy that breach within a period of 30 days after being notified of that breach. • On termination, the proceedings Licensee shall: • immediately desist from providing AIS/PIS and holding itself out as PSD Agent of Token; • immediately desist from using and distributing any promotional materials relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedingsAIS/PIS; • within 5 Business Days, at the indemnifying Party's costs) option of Token, either return to Token or destroy, all Material; • immediately on request provide to Token all Records maintained in accordance with paragraph 13.1; • co-operate as necessary to enable Token to advise any clients or customers or other third parties affected by the termination that the Licensee no longer acts as a PSD Agent of Token and to implement arrangements enabling Token to continue to meet and fulfil its obligations, regulatory or otherwise, to its clients or customers; • co-operate fully with Token in notifying the FCA of the termination. • In the event that one or more of the events specified in paragraph 14.5 may arise by virtue of which Token shall be entitled to terminate the Appointment, Token may immediately by notice in writing, suspend, modify or restrict the scope of AIS/PIS. In the event that Token shall give such notice as is prescribed by this paragraph 14.7, the Licensee agrees that it shall abide by and observe the same and modify any activities undertaken by it under or by virtue of this Agreement so as to comply with such notice. This paragraph 14.7 shall be without prejudice to any rights which may have accrued or accrue to Token under this paragraph 14. • General • To the extent that there is any conflict between this Schedule 3 and the indemnifying Party other provisions of this Agreement, the provisions of this Schedule 3 shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.precedence. • SCHEDULE 4 • DATA PROCESSING ADDENDUM

Indemnities. 12.1 Each Party will indemnify18.1. Subject to the requirements of Section 18.2 below, Supplier shall defend, indemnify and hold harmless BellSouth and each Buyer against all third party actions or claims for infringement of any patents, copyrights, trademarks (excluding those licensed to Supplier under the Trademark License Agreement and/or Foreign ▇▇▇▇ License Agreement referenced in Section 20 below), trade secrets, or any other intellectual property right by reason of the proper use of any Articles, and keep indemnifiedSupplier shall promptly, at its option and own expense, either: (a) procure for such Buyer the rights for continued use of such Article in its present form; or (b) replace or modify such Article so that it no longer infringes any such rights; or (c) settle or defend any further claim, suit or proceeding against such Buyer arising out of such continued use; 18.2. Each party’s obligation to indemnity the other Party party under this Section 18 is contingent upon all of the following: (i) such party without delay informs the other party in full writing of any claim action, suit or proceeding for which indemnity is sought pursuant to this Section and refrains from taking action on account of such claims without prior approval of the indemnifying party; (ii) such party allows the indemnifying party to control the defense and all related settlement negotiations; (iii) the indemnifying party is informed of all circumstances which may be of relevance in the matter and is otherwise provided with reasonable assistance, at the indemnifying party’s reasonable expense; and (iv) In case the indemnifying party fails to act against such claims or actions following such notice, such party shall have the right to take appropriate legal action and shall be repaid any reasonable expenses in so doing Section 18.1 provides Supplier’s sole liability and a Buyer’s sole remedy for claims of infringement of intellectual property rights by reason of the use of the Articles purchased by such Buyer. 18.3. Subject to the requirements of Section 18.2 above, Supplier shall defend, indemnify and hold harmless each Buyer Indemnitee (as hereinafter defined) from and against any and all claims, suits, demands, damages, or other actions of whatever nature (including the costs, expenses, damages and losses reasonable attorneys fees on account thereof) that may be made by any third party for personal injury, death, or damage to tangible property resulting from or alleged to be resulting from: (whether direct or indirecta) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use or operation of any intellectual property by either Partythe Articles, as permitted by clause 13 or (Intellectual Property Rightsb) belowdefects in the Articles, infringes the intellectual property including emission of any third partyelectromagnetic radiation or radio frequencies or waves. 12.2 The RSB will indemnify, and keep indemnified, (c) the FRC in full against all costs, expenses, damages and losses (whether direct performance or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against non-performance by or incurred or paid by the FRC as a result on behalf of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance Supplier of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall:or (ad) as soon as is reasonably practicable give written notice the negligent or willful acts or omissions of that matter to the indemnifying Party, specifying in reasonable detail the nature Supplier or those of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do sopersons furnished by Supplier.

Indemnities. 12.1 Each 9.1 Without prejudice to any of the rights of either Party will indemnifyat law or in terms of any other provision of this Agreement, and keep indemnifiedeach Party (such Party hereinafter, the “Indemnity Grantor”) indemnifies the other Party in full (such other Party hereinafter, the “Indemnified Party”) against all costs, expenses, damages and losses (whether direct Losses which the Indemnified Party may suffer or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC incur as a result of or in connection with any claim made against the FRC arising as a result breach of or in connection with the RSB's performance of its obligations under this Delegation Agreementany Warranty (collectively, “Indemnified Loss”). 12.3 In relation to 9.2 The Indemnified Party shall not admit any liability in respect of any claim that may give rise to be indemnified under this clause 12 or elsewhere an Indemnified Loss. The Indemnified Party shall notify the Indemnity Grantor in this Delegation Agreement, the indemnified Party shall: (a) writing of any such claim as soon as is reasonably practicable give written notice possible after the Indemnified Party becomes aware of that matter claim, but in any event within 30 days after the Indemnified Party becomes aware of that claim, to enable the Indemnity Grantor to contest that claim. 9.3 The Indemnity Grantor shall, at its own expense and with the assistance of its own legal advisers, be entitled to contest any claim referred to in 9.2 in the name of the Indemnified Party until finally determined by the highest court to which appeal may be made (or which may review any decision or judgment made or given in relation thereto) or to settle any such claim and will be entitled to control the proceedings in regard thereto, provided that - 9.3.1 without prejudice to the indemnifying Indemnified Party’s rights in terms of 9.1, the Indemnity Grantor shall indemnify the Indemnified Party against all costs (including legal costs on the scale as between attorney and own client, any additional legal costs, penalties and interest) that may be incurred by, awarded against or otherwise become payable by, the Indemnified Party as a consequence of such steps. The Indemnity Grantor may, prior to taking such steps, be required by the Indemnified Party to give reasonable security for the payment of all such costs. If the Parties are unable to agree upon the nature or amount of such security, same shall be determined by a third party agreed to in writing by the Parties, or failing such written agreement, by an attorney of not less than 15 years standing, appointed by the President for the time being of the Law Society of the Northern Provinces (or its successor body in Gauteng), whose determination shall be final and binding; 9.3.2 the Indemnified Party shall (at the expense of the Indemnity Grantor and, if the Indemnified Party so requires, with the involvement of the Indemnified Party’s own legal advisers) render to the Indemnity Grantor such assistance as the Indemnity Grantor may reasonably require of the Indemnified Party in order to contest that claim; 9.3.3 the Indemnity Grantor shall regularly, and, in any event, on demand by the Indemnified Party, specifying in reasonable detail inform the nature Indemnified Party fully of the relevant matter status of the contested claim and furnish the Indemnified Party with all documents and information relating to the contested claim, which may reasonably be requested by the Indemnified Party; and 9.3.4 the Indemnity Grantor shall use its reasonable endeavours consult with the Indemnified Party prior to avoid and mitigate the losses it incurs; (b) not make taking any admission of liability, or enter into any agreement or compromise major steps in relation to or settling that contested claim and, in particular, before making or agreeing to any announcement or other publicity in relation to that claim. 9.4 The Indemnity Grantor shall be obliged to pay the matter Indemnified Party any amount due to the Indemnified Party in respect of which it seeks to be indemnified without any Indemnified Loss as soon as the prior written consent of the indemnifying Indemnified Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be is obliged to bring pay the amount thereof (in any case which involves a payment by the Indemnified Party) or defend as soon as the Indemnified Party actually suffers the Indemnified Loss (in any such proceedings if it decides in its sole discretion case which does not to do soinvolve a payment by the Indemnified Party).

Indemnities. 12.1 Each Party will Subject to the limitations set forth in this Section 11(e) below, Tenant shall defend, indemnify, and keep indemnified, hold harmless the other Party in full Landlord Parties from and against all costsclaims, expenseslosses, damages and losses (whether direct or indirect) including any interestdemands, liabilities, actions, penalties, judgments, damages, costs and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) suffered or imposed upon or against any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of Landlord Party arising from or in connection with (1) any claim made against act, omission or negligence of Tenant or any person claiming by, through or under any Tenant Party, (2) occurring in the FRC Premises, or (3) arising out of the installation, operation, maintenance, repair or removal of any property of any Tenant Party located in or about the Project, including Tenant’s Off-Premises Equipment, if any, and (4) any breach by Tenant of any representation, covenant or other term contained in this Lease, whether occurring before, during or after the expiration of the Term. The foregoing indemnity is intended to apply regardless of any active or passive negligence or fault of the Landlord Parties, even when Landlord or its representatives and agents are jointly, comparatively, contributively, or concurrently negligent with Tenant, and regardless of whether liability without fault or strict liability may be imposed upon the Landlord Parties; however, with respect to any Landlord Party, Tenant’s obligations hereunder shall not apply (i) to the extent any Claim arises from the gross negligence or willful misconduct of any Landlord Party and is not for any reason (other than Tenant’s failure to carry the insurance required under Section 11(a) above) paid for by the insurance required to be carried by Tenant hereunder, or (ii) to the extent such obligations are prohibited by applicable Law. Notwithstanding the foregoing, in the event of the concurrent negligence of any of the Tenant Parties on the one hand and that of any of the Landlord Parties on the other hand, which concurrent negligence results in injury or damage to persons or property and relates to the construction, alteration, repair, addition to, subtraction from, improvement to or maintenance of the Premises, Common Areas or any other portion of the Project, Tenant’s obligation to indemnify the Landlord Parties as a result set forth in this Section 11(e) shall be limited to the extent of or Tenant’s negligence, and that of the Tenant Parties, including Tenant’s proportional share of costs, attorneys’ fees, and expenses incurred in connection with any Claims arising from such injury or damage. Landlord shall defend, indemnify, and hold harmless Tenant from and against all Claims incurred by Tenant in Common Areas to the RSB's performance extent caused by the negligence or willful misconduct of its obligations a Landlord Party and such Claims are not for any reason (other than Tenant’s failure to carry the insurance required under this Delegation Agreement. 12.3 In relation to any claim Section 11(a) above) paid for by the insurance required to be indemnified under this clause 12 carried by Tenant hereunder or elsewhere otherwise covered by Tenant’s indemnity obligation set forth in this Delegation AgreementSection 11(e). The indemnities set forth in this Lease shall survive termination or expiration of this Lease and shall not terminate or be waived, diminished or affected in any manner by any abatement or apportionment of Rent under any provision of this Lease. If any proceeding is filed for which indemnity is required hereunder, the indemnifying party agrees, upon request therefor, to defend the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying party in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall proceeding at its sole discretion decide what action (cost utilizing counsel satisfactory to the indemnified party. The indemnities set forth herein are intended to specifically cover actions brought by the indemnifying party’s own employees. Such indemnities are specifically and expressly intended to constitute waivers by the indemnifying party of its immunity, if any) , under Washington’s Industrial Insurance Act (Title 51 RCW, as amended, and under any substitute or replacement statute), to take in respect the extent necessary to provide the other party with a full and complete indemnity from claims made by the indemnifying party and its employees, to the extent provided herein. This waiver and agreement was specifically negotiated by Landlord and Tenant and is solely for the benefit of such matter Landlord and shall Tenant and their successors and assigns and is not be obliged to bring or defend intended as a waiver of Tenant’s rights of immunity under said industrial insurance for any such proceedings if it decides in its sole discretion not to do soother purpose.

Indemnities. 12.1 Each Party will indemnifyWithout limiting any other rights which Purchaser or Seller may have hereunder or under applicable law, and keep indemnifiedin addition to any other indemnity provided hereunder, the other Party in full Seller hereby agrees to indemnify Purchaser and its respective officers, directors, agents and employees (each, an "Indemnified Party") from and against any and all costs, expenses, damages and losses Losses incurred by any of them relating to or resulting from: (whether direct 1) any representation or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid warranty made by the other in respect of any breach of clause 6 Seller (Confidentiality) or any claim that the use officers, employees or agents of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property RightsSeller) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of under or in connection with this Agreement, any periodic report required to be furnished thereunder or any other information or document delivered by Seller pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; (2) the failure by Seller to (a) comply with any applicable law, rule or regulation with respect to any Purchase or (b) perform or observe any material obligation or covenant hereunder; or (3) the failure by Seller (if so requested by Purchaser) to execute and properly file, or any delay in executing and properly filing, financing statements or other similar instruments or documents under the Uniform Commercial Code of any applicable jurisdiction or other applicable laws with respect to the Mortgage Loans. Promptly after receipt by an Indemnified Party under this Article XX of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the FRC arising as a result indemnifying party under this Article XX, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability that it may have to any Indemnified Party otherwise than under this Article XX. In case any such action is brought against any Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, to assume the defense thereof, with counsel satisfactory to such Indemnified Party; provided, however, that if the defendants in any such action include both -------- ------- the Indemnified Party and the indemnifying party and the Indemnified Party or parties shall have reasonably concluded that there may be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the indemnifying party, the Indemnified Party or parties shall have the right to elect separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or parties. Upon receipt of notice from the indemnifying party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of counsel, the indemnifying party will not be liable for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the RSB's performance defense thereof, unless (i) the Indemnified Party shall have employed separate counsel in connection with the assertion of its obligations legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, approved by you in the case of Article XX, representing the Indemnified Parties under this Delegation Agreement. 12.3 In relation Article XX, who are parties to any claim such action), (ii) the indemnifying party shall not have employed counsel satisfactory to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Indemnified Party shall: (a) as soon as is reasonably practicable give written to represent the Indemnified Party within a reasonable time after notice of that matter to commencement of the action or (iii) the indemnifying Party, specifying in reasonable detail party has authorized the nature employment of counsel for the Indemnified Party at the expense of the relevant matter indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter only be in respect of which it seeks the counsel referred to be indemnified without the prior written consent of the indemnifying Party in such clause (such consent not to be unreasonably withheld i) or delayed(iii); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

Indemnities. 12.1 Each Party will indemnify, and keep indemnified, indemnifies the other Party in full (and its affiliates and agents) against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect arising out of any breach of clause 6 (Confidentiality) or any claim that materials of the use of any indemnifying party infringe the copyright, trademark or other intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property rights of any third party. 12.2 The RSB will indemnify. For purposes of this section, "losses" means all loss, liability or expense (including reasonable attorney and witness fees and expenses), and keep indemnified"materials" of a party means any technology or content supplied by that party for use or publication on CUiNet or the Internet. CSC indemnifies Cavion (and its affiliates and agents) against all losses arising out of any use of the licensed software by anyone to whom CSC or any CSC user provides services using the licensed software. If access to CUiNet is provided to CSC for purposes other than enabling remote access to CSC's co-located equipment, CSC indemnities Cavion (and its affiliates and agents) against all losses arising out of any use of CUiNet by anyone to whom CSC provides access. In each case, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by indemnity is subject to the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shallconditions that: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature party is notified of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incursclaim in a timely manner; (b) not make any admission of liability, or enter into any agreement or compromise in relation the indemnified party provides all reasonable assistance to defend against the matter in respect of which it seeks to be indemnified without the prior written consent of claim at the indemnifying Party (such consent not to be unreasonably withheld or delayed)party's expense; and (c) allow the indemnifying Party to have conduct party is given control of the proceedings relating defense and settlement. If any materials are held or are believed by the indemnifying party to infringe, the indemnifying party will have the option, at its expense, to (a) modify the materials to be non-infringing, (b) obtain for the indemnified party the right to continue using the materials, or (c) terminate the use of the materials under this agreement. The provisions of this section will survive termination of this agreement for a period equal to the indemnity (statute of limitations governing the indemnified claim and cooperate with the indemnifying Party in relation will continue to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) apply to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soclaim filed within that period.

Indemnities. 12.1 Each Party will indemnify15.1. The Participant agrees to indemnify and hold harmless CXE and their successors and assigns (“Indemnified Parties”) from and against any cost, and keep indemnifiedexpense, the other Party liability, claim, loss or damage, direct, consequential and/or incidental in full against all costs, expenses, damages and losses nature (whether direct or indirect) including any interest, penalties, and any reasonable legal fees) (collectively “Costs”) based on any claim, demand, proceeding, suit and/or action (collectively and other professional fees awarded against or incurred or paid individually, a “Claim”) to which any Indemnified Party may become subject which arises out of any breach by the other Participant or any Authorised Entity of any of the terms of this Agreement, except to the extent that any such Claim arises as a direct result of a material breach of this Agreement by the Indemnified Parties. CXE grants sole control of the defence of the Claim to the Participant. The Participant shall not be required to indemnify in respect of any breach of clause 6 (Confidentiality) a Claim that is settled without its prior written consent. The Participant shall not without CXE‟s prior written approval admit liability on CXE‟s part, or compromise or settle any claim that the use of requiring CXE to take or refrain from any intellectual property by either Partyaction, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent approval not to be unreasonably withheld or delayed); and. CXE shall give the Participant all reasonable assistance including but not limited to giving the Participant complete and accurate information and full assistance to enable the Participant to settle or defend the Claim. (c) allow 15.2. CXE agrees to indemnify and hold harmless the indemnifying Party to have conduct Participant from and against any action or claim that the Participant‟s use of the proceedings relating System in accordance with the terms and conditions of this Agreement is held finally by a court of law to infringe the Intellectual Property rights of a third party (“IPR Claim”) and shall indemnify the Participant from and against any direct, reasonable, losses, damages, costs and expenses (including reasonable legal fees) awarded against the Participant as a direct result of any IPR Claim provided that: the Participant notifies CXE in writing of the IPR Claim immediately on becoming aware of it; the Participant grants sole control of the defence of the IPR Claim to CXE; the Participant gives CXE all reasonable assistance including but not limited to giving CXE complete and accurate information and full assistance to enable CXE to settle or defend the IPR Claim; the Participant shall mitigate its losses to the indemnity (maximum effect practicable in the circumstances; and cooperate with CXE may remove or replace the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall System at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend option at any such proceedings if it decides in its sole discretion not to do sotime.

Indemnities. 12.1 6.1 Each Party will indemnifydefend and indemnify the other Party, including its parents, subsidiaries, affiliates, successors, and keep indemnifiedtheir directors, officers, employees, agents and representatives, against any third-party claims, including fines and penalties (and including interest and court costs), that a Party’s IP or Deliverable provided pursuant to the Agreement, (a) infringes a third-party’s copyright, trademark existing or patent granted as of the date of delivery in any country in which the Services are delivered, or (b) misappropriates a third-party’s trade secrets. If any Rizing IP used in the Services or embedded in the Deliverable is, or is likely to be held to be, infringing, Rizing will at its expense and option either: (i) procure the right for Client to continue using it, (ii) replace it with a non-infringing equivalent, (iii) modify it to make it non-infringing, or (iv) direct the return of the infringing IP or Deliverable and refund to Client the fees paid for it. 6.2 The indemnifying Party will have no liability to the extent the alleged infringement or misappropriation was caused by: (i) modifications to any IP or Deliverable made by or on behalf of the receiving Party; (ii) use of the IP or Deliverable other Party than as permitted under the Agreement or in full against all costs, expenses, damages and losses combination with any products or services where such combination was not within the reasonable contemplation of the Parties; (whether direct iii) the failure to use corrections or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against enhancements to the IP or incurred or paid Deliverable provided by the other in respect of any breach of clause 6 indemnifying Party; or (Confidentialityiv) specifications or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid direction provided by the FRC as a result indemnified Party. To receive the benefits of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreementprovision, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Partymust promptly, specifying and in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liabilityevent within 5 business days, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of notify the indemnifying Party (such consent not in writing of the third-party claim and provide reasonable cooperation and full authority to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of defend or settle the proceedings relating claim, provided that such settlement does not impose any obligation (monetary or otherwise) on the indemnified Party (other than to cease using the indemnity (infringing IP or Deliverable) without its consent. This section sets out the sole and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soexclusive remedies for indemnified claims.

Indemnities. 12.1 Each Party will indemnify(a) Guilford, on the one hand, and keep indemnifiedNordion, on the other, shall indemnify and hold harmless the other Party in full and such other's directors, officers, shareholders, employees, agents and representatives ("Indemnitees") from and against all costslosses, costs (including reasonable attorney fees and expenses, including allocated in-house legal costs) or damages and losses suffered or incurred by Indemnitees (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any damage to or destruction of property, personal injury or death or claims therefor by third parties or otherwise) which may be caused by or arise from the breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 Agreement or elsewhere in this Delegation Agreementits negligence or that of its directors, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of officers, employees, agents, or representatives; provided, however, that matter such recovery shall by reduced proportionately to the indemnifying Partyextent such losses, specifying in reasonable detail costs or damages are caused by the nature negligence, gross negligence, willful misconduct, or inaction of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs;any Indemnitee. (b) not make any admission If Nordion is subject to allegations of liabilityor sued for patent infringement or infringement of other intellectual property rights anywhere in the world with respect to its pre-clinical and clinical manufacture and distribution of the Product pursuant to the terms of this Agreement initiated by a third party asserting infringement of its rights respecting the Product, or enter into any agreement if Guilford is subject to allegations of or compromise sued for patent infringement or infringement of other intellectual property rights anywhere in relation the world initiated by a third party asserting infringement of its rights respecting the manufacturing methods or materiel (other than GPI-202 or the reference standards furnished to Nordion by Guilford) used by Nordion in its manufacture of the Product, then Guilford or Nordion, as the case may be, will indemnify the other and hold such indemnified party harmless and defend against such suits. Such indemnification is conditioned upon prompt notification by the indemnified party to the matter indemnifying party of such suit. The indemnifying party shall, at its expense and sole discretion, have control of such litigation and all matters related thereto, including settlement. The foregoing in respect of which it seeks this subsection 9(b) notwithstanding, Guilford shall not be liable to be indemnified without Nordion under such indemnity if such suit is based on the prior written consent manufacture or use of the indemnifying Party Product by Nordion in a manner not specified by the terms of this Agreement (such consent e.g., manufacture of the Product not to be unreasonably withheld or delayedin compliance with the Specifications); and. (c) allow the indemnifying Party to have conduct This Section 9 will survive any termination of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do sothis Agreement.

Indemnities. 12.1 Each Party will indemnify, 9.1 The parties shall each indemnify and keep indemnified, hold the other Party in full harmless from and against any and all costsclaims, expensesliabilities, loss, expense (including reasonable attorneys' fees) or damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect arising out of any breach of clause 6 (Confidentiality) or any claim this License Agreement, provided that the use indemnified party shall, with reasonable promptness, notify the indemnifying party of any intellectual property by either Partysuch claim, as permitted by clause 13 (Intellectual Property Rights) belowdemand, infringes or suit and shall fully cooperate in the intellectual property of any third defense thereof. The indemnifying party shall have the right to designate counsel to defend against such claims and suits; however, at the indemnified party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreementoption, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice party shall have the right to participate in the defense with its own counsel at its own expense. In no event shall any such claims or suits affecting the rights of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to a party be indemnified settled without the prior written consent of that party. 9.2 Wavetech agrees that any liability on the indemnifying Party part of Softalk hereunder for breach of warranties contained herein or any other breach giving rise to liability, including a breach of a condition or fundamental term or fundamental breach or breaches or in any other way arising out of or related to this License Agreement for any cause of action whatsoever and regardless of the form of action (such consent including breach of contract, strict liability, tort including negligence or any other legal or equitable theory) shall be limited to Wavetech's actual, direct, provable damages in an amount not to be unreasonably withheld or delayed); andexceed the License Fee payable hereunder. (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings9.3 WAVETECH AGREES THAT IN NO EVENT WILL SOFTALK BE LIABLE FOR DAMAGES IN RESPECT OF INCIDENTAL, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soORDINARY, PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF WAVETECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST BUSINESS REVENUE, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY OR ANY CLAIM AGAINST WAVETECH BY ANY OTHER PARTY.

Indemnities. 12.1 Each Party 13.1 CSL shall indemnify you (a) against any third party claim that the Equipment and/or Services supplied by CSL infringe or misappropriate that third party’s intellectual property rights in the country in which CSL delivers the Equipment and/or Services (“Indemnified Claims”) and (b) by paying: (i) the resulting costs and damages finally awarded against you by a court of competent jurisdiction to the extent that such are the result of the Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by CSL. This Clause is an exclusive statement of CSL’s liability and responsibility for Indemnified Claims and nothing in this Agreement or elsewhere will indemnifyobligate CSL to provide any greater indemnity.‌ 13.2 If CSL receives prompt notice of an Indemnified Claim that, in CSL’s reasonable opinion, is likely to result in an adverse ruling, then CSL shall, at its discretion and keep indemnifiedas a sole and exclusive remedy, offer a reasonable resolution to the other Party breach such as, but not limited to, obtaining a right for you to continue using such Equipment or Services, modifying such Equipment or Services to make it non-infringing or replacing such Equipment or Service. CSL shall have no obligation for any claim resulting or arising from any Excluded Events. 13.3 CSL’s duty to indemnify is dependent upon (i) CSL receiving prompt written notice of the third party claim (ii) CSL having sole control of the defence and resolution of such claim and (ii) your cooperation with CSL in full defending and resolving such claim.‌ 13.4 You shall indemnify CSL and its Affiliates against all costs(i) any third party claim arising out of your breach of CSL’s, expenses, damages and losses (whether direct its Affiliates’ or indirect) third parties’ intellectual property rights including any interest, penalties, those belonging to the Communications Provider and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of Third Party Services Provider (ii) any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation access conditions to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature element of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, Communication Providers Network or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Third Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soServices.

Indemnities. 12.1 Each Party will indemnify, and keep indemnified, the other Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall:‎ (a) as soon as is reasonably practicable give written notice ‎Each of that matter the Obligors agrees to, jointly and severally, indemnify, defend and hold the ‎Manager (including, for the avoidance of doubt, any replacement Manager) harmless from and against ‎any and all suits, liabilities, damages, or claims for damages (including any reasonable attorneys’ fees and ‎other reasonable costs and expenses relating to any such suits, liabilities or claims), in any way relating ‎to the Parking Facilities, the Manager’s performance of the Services hereunder, or the exercise by the ‎Manager of the powers or authorities herein or hereafter granted to the indemnifying PartyManager, specifying in reasonable detail the nature except for those ‎actions, omissions and breaches of the relevant matter and shall use its reasonable endeavours Manager in relation to avoid and mitigate which the losses it incurs;Manager has agreed to ‎indemnify the Obligors pursuant to Section ‎23(b).‎ (b) not make ‎The Manager agrees to indemnify, defend and hold the Obligors harmless from and ‎against any admission of liabilityand all suits, liabilities, damages, or enter into claims for damages (including any agreement reasonable attorneys’ ‎fees and other reasonable costs and expenses relating to any such suits, liabilities or compromise claims), in relation any way ‎relating to the matter in respect of which it seeks to be indemnified without the prior written consent ‎(i) any acts or omissions of the indemnifying Party Manager or its agents, officers or employees in the performance of the ‎Services hereunder constituting fraud, negligence or willful misconduct or (such consent not to be unreasonably withheld ii) any material breach of any ‎representation or delayed); andwarranty made by the Manager hereunder.‎ (c) allow ‎If any action or proceeding is brought against an Indemnified Party with respect to which ‎indemnity may be sought under this Section ‎23, the indemnifying Indemnitor, upon written notice from the ‎Indemnified Party, shall assume the investigation and defense thereof, including the employment of ‎counsel and payment of all expenses. The Indemnified Party shall have the right to have conduct employ separate ‎counsel in any such action or proceeding and to participate in the defense thereof, but the Indemnitor ‎shall not be required to pay the fees and expenses of such separate counsel unless such separate counsel ‎is employed with the written approval and consent of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedingsIndemnitor, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and which shall not be obliged unreasonably ‎withheld or refused.‎ (d) ‎The indemnities in this Section ‎23 shall survive the expiration or termination of the ‎Agreement.‎ (e) ‎The indemnities payable under this Section ‎23 by the Obligors shall be subject to bring or defend any the ‎availability of funds for such proceedings if it decides purpose in its sole discretion not to do so.accordance with Section 5.01(a) of the Base Indenture.‎

Indemnities. 12.1 7.6.1. Each Party will indemnify, defend, and keep indemnified, hold harmless the other Party in full against all costsParty, expenses, damages and losses (whether direct or indirect) including any interest, penaltiesits Affiliates, and its and its Affiliates’ Personnel (“lndemnitees”) from and against any reasonable legal and all liabilities, losses, damages, costs and other professional fees awarded against or expenses (including reasonable attorneys’ and expert witnesses’ costs and fees) incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with a claim, demand, suit, action or other legal proceeding brought by a Third Party (each a “Claim”) and arising from: (a) the gross negligence or willful misconduct of the indemnifying Party or its Personnel; (b) the failure of the indemnifying Party or its Personnel to comply with applicable law; (c) any breach by the indemnifying Party or its Personnel of its representations and warranties under Sections 7.1 and 7.2 and Appendix 2; or (d) the exercise by the indemnifying Party of its rights to and interest in Joint Technology and Joint Patents (if applicable); except that the indemnifying Party will not be required to defend, indemnify or hold harmless the lndemnitees to the extent that any Claim results from a breach of this Agreement by any lndemnitee or the negligence or intentional acts or omissions of any lndemnitee. 7.6.2. Procedure a. To receive indemnification under this Section 7.6.2, the indemnified Party will: (i) promptly notify the indemnifying Party in writing when it becomes aware of a Claim for which indemnification may be sought pursuant hereto; (ii) cooperate with the indemnifying Party (at the indemnifying Party’s expense} in the defense, settlement or compromise of such Claim, including that each indemnified Party shall furnish such information or reasonable assistance regarding itself or the claim made against the FRC arising in question as a result of or an indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the RSB's performance defense of such claim and litigation resulting therefrom; and (iii) permit the indemnifying Party to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. b. The indemnifying Party will not compromise or settle any claim or suit in a manner that requires the indemnified Party to admit fault or negligence or to take or not take any action, without the indemnified Party’s prior written consent. No indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement, except with the approval of each indemnified Party (which approval shall not be unreasonably withheld}, except for a settlement which imposes only a monetary obligation on the indemnifying Party and which includes as an unconditional term thereof the giving of a release from all liability in respect to such claim or litigation by the claimant or plaintiff to the indemnified Party. c. The failure of any indemnified Party to give written notice as provided herein shall not relieve the indemnifying Party of its obligations under this Delegation Agreement. 12.3 In relation Agreement to any claim the extent that the failure to be indemnified under this clause 12 or elsewhere give notice did not result in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter harm to the indemnifying Party, specifying in reasonable detail Party or materially compromise the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect defense of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soclaim.

Indemnities. 12.1 Each Party will Ramboll shall release, indemnify, defend and keep indemnifiedhold harmless Client and its affiliates and their directors, officers, employees and agents from and against any and all Losses arising out of or relating to the Agreement or the Services to the extent of such Losses that a court or other Party tribunal of competent jurisdiction finds and concludes, in full against all costsa final and non-appealable order or judgment, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any directly resulted from Ramboll’s material breach of clause 6 (Confidentiality) the Agreement, gross negligence or any claim that intentional misconduct. Other than as set forth in the use of any intellectual property by either Partypreceding sentence, as permitted by clause 13 (Intellectual Property Rights) belowClient shall be solely responsible for and shall release, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, defend and keep indemnified, hold harmless the FRC in full Ramboll Indemnitees from and against any and all costs, expenses, damages and losses (whether direct Losses the Ramboll Indemnitees suffer or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC incur as a result of, or are in any way related to, the Agreement or the Services or a Ramboll Indemnitee’s presence on a site for the purpose of or performing Services. An indemnified party hereunder (“Indemnitee”) will give prompt notice of any indemnified claim to the indemnifying party (“Indemnitor”). The Indemnitee shall have the right to participate in connection with the defense of any claim made against it with counsel selected by it, subject to the FRC arising as Indemnitor’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of such Indemnitee, provided, that if in the reasonable opinion of counsel to such Indemnitee, there exists a result conflict of or interest between the Indemnitor and such Indemnitee that cannot be waived, such Indemnitee shall have the right to control defense of the Claim against it, and the Indemnitor shall be liable for the fees and expenses of counsel to such Indemnitee in each jurisdiction for which such Indemnitee determines counsel is required. The Indemnitees and Indemnitor shall cooperate with each other in all reasonable respects in connection with the RSB's performance defense of its obligations under this Delegation any claim, including making available records relating to such claim and furnishing 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. Such cooperation furnished by the Indemnitees shall be paid for on the basis provided for in the Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

Indemnities. 12.1 Each Party will indemnify7.1 Without prejudice to any of the rights of Sibanye at law or in terms of any other provision of this Agreement, and keep indemnified, the other Party in full DRD (“Indemnity Grantor”) indemnifies Sibanye (“Indemnified Party”) against all costs, expenses, damages and losses (whether direct Losses which the Indemnified Party may suffer or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC incur as a result of or in connection with any claim made against the FRC arising as a result breach of or in connection with the RSB's performance of its obligations under this Delegation Agreementany Warranty (collectively, “Indemnified Loss”). 12.3 In relation to 7.2 The Indemnified Party shall not admit any liability in respect of any claim that may give rise to be indemnified under this clause 12 or elsewhere an Indemnified Loss. The Indemnified Party shall notify the Indemnity Grantor in this Delegation Agreement, the indemnified Party shall: (a) writing of any such claim as soon as is reasonably practicable give written notice possible after the Indemnified Party becomes aware of that matter claim, but in any event within 30 days after the Indemnified Party becomes aware of that claim, to enable the Indemnity Grantor to contest that claim. 7.3 The Indemnity Grantor shall, at its own expense and with the assistance of its own legal advisers, be entitled to contest any claim referred to in 7.2 in the name of the Indemnified Party until finally determined by the highest court to which appeal may be made (or which may review any decision or judgment made or given in relation thereto) or to settle any such claim and will be entitled to control the proceedings in regard thereto, provided that - 7.3.1 without prejudice to the indemnifying Indemnified Party’s rights in terms of 7.1, the Indemnity Grantor shall indemnify the Indemnified Party against all costs (including legal costs on the scale as between attorney and own client, any additional legal costs, penalties and interest) that may be incurred by, awarded against or otherwise become payable by, the Indemnified Party as a consequence of such steps. The Indemnity Grantor may, prior to taking such steps, be required by the Indemnified Party to give reasonable security for the payment of all such costs. If the Parties are unable to agree upon the nature or amount of such security, same shall be determined by a third party agreed to in writing by the Parties, or failing such written agreement, by an attorney of not less than 15 years standing, appointed by the President for the time being of the Law Society of the Northern Provinces (or its successor body in Gauteng), whose determination shall be final and binding; 7.3.2 the Indemnified Party shall (at the expense of the Indemnity Grantor and, if the Indemnified Party so requires, with the involvement of the Indemnified Party’s own legal advisers) render to the Indemnity Grantor such assistance as the Indemnity Grantor may reasonably require of the Indemnified Party in order to contest that claim; 7.3.3 the Indemnity Grantor shall regularly, and, in any event, on demand by the Indemnified Party, specifying in reasonable detail inform the nature Indemnified Party fully of the relevant matter status of the contested claim and furnish the Indemnified Party with all documents and information relating to the contested claim, which may reasonably be requested by the Indemnified Party; and 7.3.4 the Indemnity Grantor shall use its reasonable endeavours consult with the Indemnified Party prior to avoid and mitigate the losses it incurs; (b) not make taking any admission of liability, or enter into any agreement or compromise major steps in relation to or settling that contested claim and, in particular, before making or agreeing to any announcement or other publicity in relation to that claim. 7.4 The Indemnity Grantor shall be obliged to pay the matter Indemnified Party any amount due to the Indemnified Party in respect of which it seeks to be indemnified without any Indemnified Loss as soon as the prior written consent of the indemnifying Indemnified Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be is obliged to bring pay the amount thereof (in any case which involves a payment by the Indemnified Party) or defend as soon as the Indemnified Party actually suffers the Indemnified Loss (in any such proceedings if it decides in its sole discretion case which does not to do soinvolve a payment by the Indemnified Party).

Indemnities. 12.1 Each Party Licensor will indemnify, and keep indemnified, the other Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penaltiesdefend, and hold you harmless from any cla im, demand, action, proceeding, judgment, or lia bility arising out of a cla im by a third-party that your use of the Software in conformance with the terms of this ▇▇▇▇ infringes a United States patent, copyright, or trade secret of that third party. The foregoing indemnification obliga tion of Licensor is contingent upon you promptly notifying Licensor in writing of such claim, permitting Licensor sole authority to control the defense or settlement of such claim, and providing Licensor reasonable legal assistance in connection therewith. If a claim of infringement under this Section occurs, or if Licensor determines a claim is likely to occur, Licensor will have the right, in its sole discretion, to either: (i) procure for you the right or license to continue to use the Software free of the infringement claim; or (ii) modify the Software to make it non-infringing, without loss of material functionality. If either of these remedies is not reasonably available to Licensor, Licensor may, in its sole discretion, immediately terminate this EULA and other professional return the license fees awarded against or incurred or paid by you for the other Software, prorated over three years from the date of initial delivery. Notwithstanding the foregoing, Licensor shall have no obligation with respect to any claim of infringement to the extent that it is based upon or arises out of the NextGen Mobile Solution or any Third Party Software. The provisions of this Section state the sole and exclusive obliga tions and lia bility of Licensor and its licensors and suppliers for any claim of intellectual property infringement arising out of or rela ting to the Software and/or this ▇▇▇▇ and are in respect lieu of any breach implied warranties of clause 6 (Confidentiality) or any claim that the use non-infringement, a ll of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB which are expressly disclaimed. You will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penaltiesdefend, and hold Licensor harmless from any claim, demand, action, proceeding, judgment, or ▇▇▇ ▇▇▇▇▇▇ from a third -party cla im arising out of an Excluded Claim. Licensor must promptly notify you in writing of any such claim, permit you sole authority to control the defense or settlement of the claim, and provide you reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or assistance in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreementtherewith. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

Indemnities. 12.1 Each Party will Subject to the limitations set forth in this Section 11(e) below, Tenant shall defend, indemnify, and keep indemnified, hold harmless the other Party in full Landlord Parties from and against all costsclaims, expenseslosses, damages and losses (whether direct or indirect) including any interestdemands, liabilities, actions, penalties, judgments, damages, costs and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) suffered or imposed upon or against any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of Landlord Party arising from or in connection with (1) any claim made against act, omission or negligence of Tenant or any person claiming by, through or under any Tenant Party, (2) occurring in the FRC Premises, or (3) arising out of the installation, operation, maintenance, repair or removal of any property of any Tenant Party located in or about the Project, including Tenant’s Off-Premises Equipment, if any, and (4) any breach by Tenant of any representation, covenant or other term contained in this Lease, whether occurring before, during or after the expiration of the Term. The foregoing indemnity is intended to apply regardless of any active or passive negligence or fault of the Landlord Parties, even when Landlord or its representatives and agents are jointly, comparatively, contributively, or concurrently negligent with Tenant, and regardless of whether liability without fault or strict liability may be imposed upon the Landlord Parties; however, with respect to any Landlord Party, Tenant’s obligations hereunder shall not apply (i) to the extent any Claim arises from the gross negligence or willful misconduct of any Landlord Party and is not for any reason (other than Tenant’s failure to carry the insurance required under Section 11(a) above) paid for by the insurance required to be carried by Tenant hereunder, or (ii) to the extent such obligations are prohibited by applicable Law. Notwithstanding the foregoing, in the event of the concurrent negligence of any of the Tenant Parties on the one hand and that of any of the Landlord Parties on the other hand, which concurrent negligence results in injury or damage to persons or property and relates to the construction, alteration, repair, addition to, subtraction from, improvement to or maintenance of the Premises, Common Areas or any other portion of the Project, Tenant’s obligation to indemnify the Landlord Parties as a result set forth in this Section 11(e) shall be limited to the extent of or Tenant’s negligence, and that of the Tenant Parties, including Tenant’s proportional share of costs, attorneys’ fees, and expenses incurred in connection with any Claims arising from such injury or damage. Landlord shall defend, indemnify, and hold harmless Tenant from and against all Claims (A) incurred by Tenant in Common Areas to the RSB's performance extent caused by the negligence or willful misconduct of its obligations a Landlord Party, or (B) arising from any breach by Landlord of any representation, covenant or other term contained in this Lease, whether occurring before, during or after the expiration of the Term; and such Claims are not for any reason (other than Tenant’s failure to carry the insurance required under this Delegation Agreement. 12.3 In relation to any claim Section 11(a) above) paid for by the insurance required to be indemnified under this clause 12 carried by Tenant hereunder or elsewhere otherwise covered by Tenant’s indemnity obligation set forth in this Delegation AgreementSection 11(e). The indemnities set forth in this Lease shall survive termination or expiration of this Lease and shall not terminate or be waived, diminished or affected in any manner by any abatement or apportionment of Rent under any provision of this Lease. If any proceeding is filed for which indemnity is required hereunder, the indemnifying party agrees, upon request therefor, to defend the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying party in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall proceeding at its sole discretion decide what action (cost utilizing counsel reasonably satisfactory to the indemnified party to the extent that the indemnifying party’s insurance policy permits such approval of counsel by the indemnified party. The indemnities set forth herein are intended to specifically cover actions brought by the indemnifying party’s own employees. Such indemnities are specifically and expressly intended to constitute waivers by the indemnifying party of its immunity, if any) , under Washington’s Industrial Insurance Act (Title 51 RCW, as amended, and under any substitute or replacement statute), to take in respect the extent necessary to provide the other party with a full and complete indemnity from claims made by the indemnifying party and its employees, to the extent provided herein. This waiver and agreement was specifically negotiated by Landlord and Tenant and is solely for the benefit of such matter Landlord and shall Tenant and their successors and assigns and is not be obliged to bring or defend intended as a waiver of Tenant’s rights of immunity under said industrial insurance for any such proceedings if it decides in its sole discretion not to do soother purpose.

Indemnities. 12.1 Each Neither Party will indemnify, and keep indemnified, excludes or limits liability to the other Party in full for: death or personal injury; fraud; or fraudulent misrepresentation. The Provider: shall indemnify the Council against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against Losses suffered or incurred or paid by the other Council arising out of or in respect of connection with: any breach of clause 6 (Confidentiality) or statutory duty arising in relation to this Contract; the successful enforcement of this Contract; any claim that made against the use Council for actual or alleged infringement of any intellectual property by either Party, as permitted by clause 13 (a third party's Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result Rights arising out of or in connection with any act or omission by the Provider, Provider Personnel, Sub-Contractors or Sub-Contractor Personnel, professional advisors and consultants in the delivery of its obligations under this Contract; or any claim made against the FRC Council by a third party arising as a result out of or in connection with this Contract to the RSB's extent that such claim arises out of the performance, breach, negligent performance or failure or delay in performance of its obligations this Contract by the Provider, Provider Personnel, Sub-Contractors or Sub-Contractor Personnel, professional advisors and consultants. If any third party makes a claim, or notifies an intention to make a claim, against either party (the “Indemnified Party”) which may reasonably be considered likely to give rise to a liability under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreementindemnity (a “Claim”), the indemnified Indemnified Party shall: (a) : as soon as is reasonably practicable practicable, give written notice of that matter the Claim to the indemnifying Partyother party, specifying in reasonable detail the nature of the relevant matter and shall use its Claim in reasonable endeavours to avoid and mitigate the losses it incurs; (b) detail; not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified Claim without the prior written consent of the indemnifying Party other party; and give the other party and its professional advisers access at reasonable times (such consent on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Indemnified Party, so as to enable the other party and its professional advisers to examine them and to take copies for the purpose of assessing the Claim; in order to enable that party to consider whether or not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating then give to the indemnity (and cooperate with the indemnifying Party in relation other party sole authority to all such proceedingsavoid, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring dispute, compromise or defend any such proceedings if it decides in its sole discretion not to do sothe Claim.

Indemnities. 12.1 Each 11.1. Subject to Article 10 of this Agreement, Party B will indemnifyindemnify and hold harmless Party A and its affiliates, and keep indemnifiedtheir respective shareholders, the other Party in full directors, officers, agents and employees from and against all any costs, expenseslosses, damages and losses (whether direct or indirect) including any interestclaims, actions, proceedings, damages, judgments, penalties, and any reasonable legal liabilities, expenses and other professional amounts of any kind or nature whatsoever (including ay direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal fees awarded against and expenses) suffered or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result Party A arising out of or in connection with related to or resulting from any claim made against the FRC Party A for actual or alleged infringement of a third party’s Intellectual Property Rights arising as a result out of or in connection with the RSB's Services, their use of otherwise in relation to them, and action taken or permitted to be taken by Party A in reliance on instructions or orders received from Party B as to anything arising in connection with Party A’s performance of its obligations under this Delegation Agreement. 12.3 In relation to 11.2. Promptly after Party A receives notice of any claim for which it will seek indemnification pursuant to be indemnified under this clause 12 or elsewhere in this Delegation the Agreement, Party A will notify Party B of the indemnified claim in writing. Within fifteen (15) days after receiving Party shall: (a) as soon as is reasonably practicable give written A’s notice of that matter a claim, but no later than ten (10) days before the date on which any formal response to the indemnifying Partyclaim is due, specifying Party B will notify Party A in reasonable detail the nature writing as to whether Party B acknowledges its indemnification obligation and elects to assume control of the relevant matter defense and shall use settlement of the claim (a “Notice of Election”). In issuing a Notice of Election, Party B waives any right of contribution against Party A unless the Notice of Election expressly states Party B believes in good faith that Party A may be liable for portions of the claim that are not subject to indemnification by Party B, in which case Party A will have the right to participate in the defense and settlement of the claim at its reasonable endeavours own expense using counsel selected by it. 11.3. If Party B timely delivers a Notice of Election, it will be entitled to avoid have sole control over the defense and mitigate settlement of the losses it incurs; (b) claim except as provided in the immediately preceding paragraph. After delivering a timely Notice of Election, Party B will not make be liable to Party A for any admission attorneys’ fees subsequently incurred by Party A in defending or settling the claim. In addition, Party B will not be required to reimburse Party A for any amount paid or payable by Party A in settlement of liability, or enter into any agreement or compromise in relation the claim if the settlement was agreed to the matter in respect of which it seeks to be indemnified without the prior written consent of Party B. 11.4. If Party B does not deliver a timely Notice of Election for a claim, Party A may defend and/or settle the indemnifying claim in such manner as it may deem appropriate, and Party (such consent not to be unreasonably withheld B will promptly reimburse Party A upon demand for all losses suffered or delayed); and (c) allow the indemnifying incurred by Party to have conduct of the proceedings relating A with respect to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soclaim.

Indemnities. 12.1 Each Party will indemnify, 10.1 Subject to clause 10.3 (and keep indemnifiedwithout prejudice to any specific indemnity set out elsewhere in this Agreement), the other Party in full Council will, as from the Effective Time, indemnify the Trust against all costsany loss or liability which the Trust may sustain or incur, expenses, damages and losses or any claim by a third party against the Trust (whether direct or indirect) including the reasonable expenses associated with contesting any interest, penaltiessuch claim on a solicitor/client basis, and any reasonable legal and other professional fees costs awarded against or incurred or paid by the other Trust in respect of any breach such claim), where such loss, liability or claim arises out of, or in connection with, the conduct of the Undertaking up to the Effective Time. 10.2 Subject to clause 6 10.3 (Confidentiality) and without prejudice to any specific indemnity set out elsewhere in this Agreement), the Trust will, as from the Effective Time, indemnify the Council against any loss or liability which the Council may sustain or incur, or any claim that by a third party against the use Council (including the reasonable expenses associated with contesting any such claim on a solicitor/client basis, and any costs awarded against the Council in respect of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirectsuch claim), including any interestwhere such loss, penaltiesliability or claim arises out of, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with with, the conduct of the Undertaking from and after the Effective Time. 10.3 Each Party (an "Indemnified Party") which incurs a loss or liability, or receives a claim, of a nature which may fall within the indemnity contained in clause 10.1 or 10.2:- 10.3.1 shall intimate the loss or liability, or the relevant claim, to the other Party (the "Indemnifying Party") as soon as reasonably practicable after the loss, liability or claim becomes known to the Indemnified Party, providing to the Indemnifying Party all such information and evidence in respect of the loss, liability or claim as is reasonably available to the Indemnified Party; 10.3.2 shall (in the case of a claim) take such steps to resist or defend the claim as the Indemnifying Party may reasonably request or (if the Indemnifying Party so elects) allow the Indemnifying Party the conduct of any defence and/or negotiations in respect of the claim made against (subject in either case to the FRC arising as Indemnifying Party indemnifying the Indemnified Party in respect of any liability (including reasonable legal expenses on a result solicitor/client basis and any award of expenses) which the Indemnified Party may thereby incur); 10.3.3 shall keep the Indemnifying Party closely appraised of all developments relating to the relevant loss, liability or claim (including any insurance claim that may be pursued in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incursoccurrence); 10.3.4 shall not (b) not make in the case of a claim), compromise any admission of liabilitysuch claim, or enter into take any agreement or compromise step which would prejudice the defence of such claim, without (in relation to the matter in respect of which it seeks to be indemnified without each such case) the prior written consent of the indemnifying Indemnifying Party (such consent not to be unreasonably withheld withheld) except in circumstances where the taking of such steps is required by law; 10.3.5 take all reasonable steps available to it to mitigate such loss or delayed)liability, and shall comply at all times with insurers claims handling protocols. In particular the Trust shall notify the Council immediately in writing of any situation that might give rise to a claim; and (c) allow it must also notify Police Scotland in the indemnifying Party to have conduct event of any theft or malicious damage losses and provide the proceedings relating Council with a crime reference number. All insured losses should be reported immediately to the indemnity (and cooperate with Council as failure to notify same within a 30 day period from the indemnifying Party date of loss could entitle insurers to void the claim. including, without prejudice to that generality, the indemnities contained in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soclause 12.

Indemnities. 12.1 Each Party will indemnify, 10.1 The Licensor shall indemnify and shall keep indemnified, indemnified the other Party in full User against all costsliabilities, expensesdamages, damages losses, costs and losses expenses (whether direct or indirectincluding legal expenses and amounts reasonably paid in settlement of legal claims) including any interest, penalties, and any reasonable legal and other professional fees awarded against suffered or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) User and arising directly or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC indirectly as a result of any breach by the Licensor of the warranties in Clause 8, subject to the limitations set out in Clause 9 (a Licensor Indemnity Event). 10.2 The User must: a) upon becoming aware of an actual or potential Licensor Indemnity Event, notify the Licensor; b) provide to the Licensor all such assistance as may be reasonably requested by the Licensor in connection relation to the Licensor Indemnity Event; c) allow the Licensor the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Licensor Indemnity Event; and d) not admit liability to any claim made against the FRC arising as a result of or third party in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to Licensor Indemnity Event or settle any claim to be indemnified under this clause 12 disputes or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter proceedings involving a third party and relating to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified Licensor Indemnity Event without the prior written consent of the indemnifying Party (such consent Licensor, The Licensor's obligation to indemnify the User under Clause 10.1 shall not to be unreasonably withheld apply if the User does not comply with the requirements of Clause 10.2. 10.3 If the Licensor reasonably determines, or delayed); and (c) allow any third party alleges, that the indemnifying Party to have conduct use of the proceedings relating Software by the User in accordance with this ▇▇▇▇ infringes any person's Intellectual Property Rights, the Licensor may (acting reasonably at its own cost and expenses): a) modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights, providing that any such modification must not introduce any Software Defects into the Software and must not result in the Software failing to the indemnity (and cooperate conform with the indemnifying Party Software Specification; or b) procure for the User the right to use the Software in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party accordance with this ▇▇▇▇. 10.4 The User shall at its sole discretion decide what action (if any) to take in respect of such matter indemnify and shall not be obliged to bring keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or defend incurred by the Licensor and arising directly or indirectly as a result of any such proceedings if it decides in its sole discretion not to do sobreach by the User of this ▇▇▇▇ (a User Indemnity Event).

Indemnities. 12.1 Each 7.10.1. Subject to Section 7.10.2, each Party will hereby agrees to indemnify, defend and keep indemnified, hold harmless the other Party in full against all costsParty, expenses, damages and losses (whether direct or indirect) including any interest, penaltiesits Affiliates, and their respective directors, employees and agents from and against any and all Third Party suits, claims, actions, demands, liabilities, expenses and/or losses, including reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, expenses and reasonable legal and other professional attorneys’ fees awarded against or incurred or paid by (“Losses”) to the FRC as a extent such Losses result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: from any: (a) as soon as is reasonably practicable give written notice breach of that matter to warranty by the indemnifying Party contained in the Agreement; (b) breach of the Agreement or applicable law by such indemnifying Party; (c) negligence or willful misconduct of the indemnifying Party, specifying its Affiliates or (sub)licensees, or their respective directors, employees and agents in reasonable detail the nature performance of the relevant matter and Agreement; and/or (d) breach of a contractual or fiduciary obligation owed by it to a Third Party (including misappropriation of trade secrets). 7.10.2. As used herein, “Indemnitee” shall use its reasonable endeavours mean a party entitled to avoid and mitigate indemnification under the losses terms of Section 7.10.1. A condition precedent to each Indemnitee’s right to seek indemnification under such Section 7.10.1 is that such Indemnitee shall: (a) inform the indemnifying Party under such applicable Section of a Loss as soon as reasonably practicable after it incurs; receives notice of the Loss; (b) if the indemnifying Party acknowledges that such Loss falls within the scope of its indemnification obligations hereunder, permit the indemnifying Party to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Loss (including the right to settle the claim solely for monetary consideration); provided, that the indemnifying Party shall seek the prior written consent (such consent not make to be unreasonably withheld, delayed or conditioned) of any such Indemnitee as to any settlement which would materially diminish or materially adversely affect the scope or duration of any Marks licensed under this Agreement, would require any payment by such Indemnitee, would require an admission of liabilitylegal wrongdoing in any way on the part of an Indemnitee, or enter into would effect an amendment of this Agreement; and (c) fully cooperate (including providing access to and copies of pertinent records and making available for testimony relevant individuals subject to its control) as reasonably requested by, and at the expense of, the indemnifying Party in the defense of the Loss. Provided that an Indemnitee has complied with all of the conditions described in subsections 7.10.2(a) – (c), as applicable, the indemnifying Party shall provide attorneys reasonably [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. acceptable to the Indemnitee to defend against any agreement such Loss. Subject to the foregoing, an Indemnitee may participate in any proceedings involving such Loss using attorneys of the Indemnitee’s choice and at the Indemnitee’s expense. In no event may an Indemnitee settle or compromise in relation any Loss for which the Indemnitee intends to seek indemnification from the matter in respect of which it seeks to be indemnified indemnifying Party hereunder without the prior written consent of the indemnifying Party (Party, or the indemnification provided under such consent not Section 7.10.1 as to such Loss shall be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (null and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do sovoid.

Indemnities. 12.1 (a) Each Party party will indemnify, pay the defense costs of, and keep indemnified, hold the other Party in full against party, and its successors, officers, directors and employees harmless from any and all actions, causes of action, claims, demands, costs, expensesliabilities, expenses and damages (including reasonable attorneys’ fees) to the extent they arise in connection with the indemnifying party’s breach of its representations and losses warranties in this Agreement or the indemnifying party’s acts, omissions or misrepresentations, provided that (whether direct a) prompt notice is given to the indemnifying party of any claim to which the foregoing indemnity relates; (b) the indemnifying party may assume control of the defense and settlement of any such claim; (c) the indemnified party affords the other party reasonable assistance, at the indemnifying party’s expense, in the defense or indirectsettlement of the claim; and (d) including any interestthe indemnified party has the right, penaltiesbut not an obligation, to associate and/or participate in its defense at its own expense. (b) Weave will indemnify, pay the defense costs of, and hold Reseller, and its successors, officers, directors and employees harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages (including reasonable legal and attorneys’ fees) to the extent they arise in connection with allegations that any Product or Service infringes, misappropriates or otherwise violates any copyright, trademark, trade secret or other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any proprietary, intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property or contractual right of any third party. 12.2 The RSB will indemnify, and keep indemnified, provided that (a) prompt notice is given to the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result indemnifying party of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, which the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; foregoing indemnity relates; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent indemnifying party may assume control of the indemnifying Party (defense and settlement of any such consent not to be unreasonably withheld or delayed)claim; and (c) allow the indemnifying Party to have conduct of indemnified party affords the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedingsother party reasonable assistance, at the indemnifying Party's costsparty’s expense, in the defense or settlement of the claim; and (d) and the indemnifying Party shall indemnified party has the right, but not an obligation, to associate and/or participate in its defense at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soown expense.

Indemnities. 12.1 Each The Outgoing Party will indemnifyindemnifies the Incoming Party against any claim, and keep indemnifieddamage, loss, liability or expense that the other Incoming Party in full against all costspays, expensessuffers, damages and losses (whether direct incurs or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other is liable for in respect of any breach of clause 6 (Confidentiality) act, omission or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid delay by the FRC as a result of Outgoing Party arising out of, or in connection with with, the Principal Agreement that occurs before the Effective Date. The Incoming Party indemnifies the Outgoing Party against any claim made against claim, damage, loss, liability or expense that the FRC Outgoing Party pays, suffers, incurs or is liable for in respect of any act, omission or delay by the Incoming Party arising as a result of out of, or in connection with with, the RSB's performance of Principal Agreement that occurs on or after the Effective Date. Each party warrants to the other that: it has full power and authority to enter into and perform its obligations under this Delegation Agreement. 12.3 In relation Novation; it has taken all necessary action to authorise the signing, delivery and performance of this Novation in accordance with its terms; this Novation constitutes legal and valid obligations binding upon it accordance with its terms; and it has not entered into this Novation in reliance on any claim representation, warranty, promise or statement made by another party, or any other person on behalf of a party, other than those set out in this Novation. O ption – Warranty that there are no existing breaches Use this warranty when the Incoming Party wants to be indemnified under ensure that there have been no historical breaches. Consider deleting this clause 12 if UNSW is the Outgoing Party or elsewhere Continuing Party. Each of the Continuing Party and the Outgoing Party represents and warrants to each other and the Incoming Party that neither the Continuing Party nor the Outgoing Party is in default or breach under any provision of the Principal Agreement. E nd option O ption – Payment Use this Delegation Agreementclause when you want to include an obligation to pay. The [Outgoing Party/Incoming Party/Continuing Party] will transfer to the Incoming Party within 30 days of the Effective Date [insert the payment sum] for [insert the payment reason]. E nd option O ption – Variation Use this clause when you want to vary terms in the agreement in addition to novating the agreement. With effect on and from Effective Date, the indemnified Party shall: (a) as soon as Principal Agreement is reasonably practicable give written notice of that matter varied in accordance with Schedule 1. E nd option Confidentiality The confidentiality obligations under the Principal Agreement are incorporated by reference into this Agreement. Variation Any variation to this Novation is not effective unless it is made in writing and signed by the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours parties to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soit.

Indemnities. 12.1 Each 7.10.1 Subject to Section 7.10.2, each Party will hereby agrees to indemnify, defend and keep indemnified, hold harmless the other Party in full against all costsParty, expenses, damages and losses (whether direct or indirect) including any interest, penaltiesits Affiliates, and their respective directors, employees and agents from and against any and all Third Party suits, claims, actions, demands, liabilities, expenses and/or losses, including reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, expenses and reasonable legal and other professional attorneys’ fees awarded against or incurred or paid by (“Losses”) to the FRC as a extent such Losses result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: from any: (a) as soon as is reasonably practicable give written notice breach of that matter to warranty by the indemnifying Party contained in the Agreement; (b) breach of the Agreement or applicable law by such indemnifying Party; (c) negligence or willful misconduct of the indemnifying Party, specifying its Affiliates or (sub)licensees, or their respective directors, employees and agents in reasonable detail the nature performance of the relevant matter Agreement; and/or (d) breach of a contractual or fiduciary obligation owed by it to a Third Party (including misappropriation of trade secrets). 7.10.2 As used herein, “Indemnitee” shall mean a party entitled to indemnification under the terms of Section 7.10.1. A condition precedent to each Indemnitee’s right to seek indemnification under [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and shall use its reasonable endeavours filed separately with the Securities and Exchange Commission pursuant to avoid and mitigate Rule 24b-2 of the losses Securities Exchange Act of 1934, as amended. such Section 7.10.1 is that such Indemnitee shall: (a) inform the indemnifying Party under such applicable Section of a Loss as soon as reasonably practicable after it incurs; receives notice of the Loss; (b) if the indemnifying Party acknowledges that such Loss falls within the scope of its indemnification obligations hereunder, permit the indemnifying Party to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Loss (including the right to settle the claim solely for monetary consideration); provided, that the indemnifying Party shall seek the prior written consent (such consent not make to be unreasonably withheld, delayed or conditioned) of any such Indemnitee as to any settlement which would materially diminish or materially adversely affect the scope or duration of any Marks licensed under this Agreement, would require any payment by such Indemnitee, would require an admission of liabilitylegal wrongdoing in any way on the part of an Indemnitee, or enter into would effect an amendment of this Agreement; and (c) fully cooperate (including providing access to and copies of pertinent records and making available for testimony relevant individuals subject to its control) as reasonably requested by, and at the expense of, the indemnifying Party in the defense of the Loss. Provided that an Indemnitee has complied with all of the conditions described in subsections 7.10.2(a) - (c), as applicable, the indemnifying Party shall provide attorneys reasonably acceptable to the Indemnitee to defend against any agreement such Loss. Subject to the foregoing, an Indemnitee may participate in any proceedings involving such Loss using attorneys of the Indemnitee’s choice and at the Indemnitee’s expense. In no event may an Indemnitee settle or compromise in relation any Loss for which the Indemnitee intends to seek indemnification from the matter in respect of which it seeks to be indemnified indemnifying Party hereunder without the prior written consent of the indemnifying Party (Party, or the indemnification provided under such consent not Section 7.10.1 as to such Loss shall be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (null and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do sovoid.

Indemnities. 12.1 Each Party will indemnify20.1 Except for the indemnity in clause 11.2, and keep indemnifiedif any claim is made against or liability incurred by a party to this agreement (in this clause, the other Party in full against all costs, expenses, damages and losses (whether direct or indirect“Indemnified Party”) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks an indemnity is or is to be indemnified sought from the other (the “Indemnifier”): 20.1.1 the Indemnifier shall have the right, upon notice to the Indemnified Party, to have the conduct of all litigation or other proceedings (“Proceedings”) in respect of such claim and in that connection the Indemnified Party shall give or cause to be given to the Indemnifier all such assistance as the Indemnifier may reasonably require in disputing such claim and conducting such proceedings and shall instruct such solicitors or other professional advisers as the Indemnifier may nominate to act on behalf of the Indemnified Party but in accordance with the instructions of the Indemnifier; 20.1.2 the Indemnifier shall keep the Indemnified Party promptly informed of the conduct of any proceedings of which it has conduct, shall consult the Indemnified Party on any matter which is or is likely to be material in relation to any proceedings and shall take account of all reasonable requirements of the Indemnified Party in relation to these; 20.1.3 the Indemnified Party shall not make any settlement or compromise of such claim or agree to any matter in the conduct of proceedings relating to such claim which may affect the amount of the liability in respect of such claim without the prior written consent approval of the indemnifying Party (Indemnifier, such consent approval not to be unreasonably withheld or delayed)delayed and provided always that if the Indemnifier refuses approval to such settlement or compromise and the Indemnified Party subsequently becomes liable to pay a greater amount than the amount at which it could have settled or compromised the claim the Indemnifier shall be liable for any increase in the liability and any additional costs incurred since the proposed date of settlement or compromise; 20.1.4 the Indemnifier shall not make any settlement or compromise of such claim or agree to any matter in the conduct of proceedings relating to such claim which may be prejudicial to the Indemnified Party without prior consultation with the Indemnified Party; and (c) allow 20.1.5 where the indemnifying Party to have Indemnifier takes over the conduct of the any proceedings relating pursuant to the indemnity (provisions of this clause, the Indemnifier shall indemnify and cooperate with keep the indemnifying Indemnified Party indemnified in relation to respect of all liabilities and reasonable and proper out-of-pocket costs, charges and expenses properly incurred by the Indemnified Party as a consequence of such proceedings, at except to the indemnifying Party's extent that such costs) and , charges or expenses are recovered from another party to the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soproceedings.

Indemnities. 12.1 Each Party will indemnify9.1 Subject to Clause 8.5, the Charity shall indemnify and hold the Company its officers, and keep indemnifiedemployees (the “Company Indemnitees”) harmless from and against [***]. [***] = Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted information. 9.2 Notwithstanding the provisions of Clause 9.1 above and any other restrictions on liability contained in this Agreement, but subject to Clause 8.5 above, the other Party in full Company shall indemnify and hold the Charity, CRT, the Contributors, the Experts and their respective officers, employees and agents (the “Charity Indemnitees”) harmless from and against all costs, expenses, damages [***]: 9.2.1 [***]; and 9.2.2 [***]; 9.2.3 it is a condition of the indemnity that the Charity and losses CRT hand over or procure the hand over (whether direct or indirectas the case may be) including any interest, penaltiesof control of the matter to the Company, and any reasonable legal give or procure (as the case may be) such information and other professional fees awarded against or incurred or paid by assistance as the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or Company may reasonably request in connection with the RSB's performance matter, and allow or procure, (as the case may be) that the Company has exclusive conduct of its obligations under this Delegation Agreementthe matter and any ensuing legal proceedings. 12.3 In relation 9.3 The indemnities set out in Clauses 9.1 and 9.2 shall survive the expiration or termination of this Agreement for whatever reason. Each Party’s agreement to indemnify, defend, and hold the other Party and its respective indemnitees harmless is conditioned upon the indemnified Party: (a) providing written notice to the indemnifying Party of any claim to be or proceeding arising out of the indemnified under this clause 12 or elsewhere in this Delegation Agreement, activities within thirty (30) days after the indemnified Party shall: (a) as soon as is reasonably practicable give written notice has knowledge of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; such claim or proceeding; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow permitting the indemnifying Party to have conduct of the proceedings relating assume full responsibility and authority to the indemnity investigate, prepare for, and defend against any such claim or proceeding; and (and cooperate with c) assisting the indemnifying Party in relation to all such proceedingsParty, at the indemnifying Party's costs) reasonable expense, in the investigation of, preparation for and defence of any such claim or proceeding. If the indemnifying Party shall at its sole discretion decide what action (if any) assumes the defence of a third party claim, the indemnifying Party will not be subject to take in respect any liability for any settlement of such matter claim made by the indemnified Party without the indemnifying Party’s consent (which consent may not be unreasonably withheld, delayed or conditioned). 9.4 The Charity shall ensure that all Clinical Trial Subjects receive the benefit of a no-fault compensation scheme substantially in the form attached at Schedule 4 hereto. Subject to the indemnity in Clause 9.2, the Charity shall bear all costs associated with the provision of such compensation scheme including in relation to all claims received pursuant to such scheme. 9.5 The Company shall carry insurance coverage on an "occurrence" or "claims made" basis for potential liabilities which the Company may have under this Agreement, and ensure that the Charity and CRT are each named additional insureds on each such policy and may claim directly under them. The Company shall maintain such insurance in full force throughout the term of the Agreement (and in the case of insurance coverage on a "claims made" basis, for a further two years after the term of the Agreement) and shall upon request of the Charity provide such evidence of compliance as the C▇▇▇▇▇▇ ▇▇▇▇▇ sufficient. The initial insurance policy of the Company which satisfied the condition under Clause 2.1.3 is agreed to provide the minimum coverage required for the policy to be carried by the Company under this Clause 9.5. The Company’s obligations, and the Charity’s and CRT’s rights, under this Clause 9.5 shall apply in addition to, and not be obliged to bring instead of, the obligations of the Company, and rights of the Charity and CRT, under the Escrow Agreement. Neither the existence of the Escrow Agreement nor any of its contents shall limit the obligations imposed or defend any such proceedings if it decides in its sole discretion not to do sorights granted under this Clause 9.5.

Indemnities. 12.1 Each Party will indemnify15.1 The Sponsor shall indemnify the Company (for itself and on behalf of its Group Companies shareholders, directors, employees, and keep indemnified, the other Party in full representatives) from and against all costs, expenses, damages and losses (whether direct Losses arising out of or indirectin connection with: a) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of the Sponsor Marks by the Company in accordance with this Agreement infringes any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property Rights of any third party.; 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including b) any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid claim that materials provided by the FRC Sponsor or presented by a speaker on behalf of the Sponsor infringe any Intellectual Property Rights of any third party; c) any claim that the publication of the Content by the Company in accordance with this Agreement libels or infringes any Intellectual Property Rights of any third party; and/or d) any third party claim arising as a result of any breach by the Sponsor of its obligations under clause 8. 15.2 The Company shall indemnify the Sponsor (for itself and on behalf of its Group Companies, directors, employees, and representatives) from and against all Losses arising out of or in connection with any a third party claim made against the FRC arising as a result of or in connection with any breach by the RSB's performance Company of its obligations under this Delegation Agreementclause 8. 12.3 In relation 15.3 Upon receipt by a Party entitled to any claim to be indemnified indemnification under this clause 12 clauses 15.1 or elsewhere in this Delegation Agreement, the indemnified Party shall: 15.2 above (aan “Indemnified Party”) as soon as is reasonably practicable give written of notice of that matter to the indemnifying Partya claim, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, action or enter into any agreement or compromise in relation to the matter proceeding in respect of which it seeks to indemnity may be indemnified without sought hereunder, the prior written consent of Indemnified Party shall promptly notify the indemnifying other Party (such consent not to be unreasonably withheld or delayed); and (cthe “Indemnifying Party”) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying writing. The Indemnifying Party shall at its sole discretion decide what action (if any) to take own expense assume and control the defence of any litigation or proceeding in respect of such matter which indemnity is sought and shall not settle any claim, action or proceeding to which an Indemnified Party is a Party and in respect of which indemnity is sought without the Indemnified Party’s written consent, which shall not be obliged to bring or defend any unreasonably withheld, and the Indemnified Party shall provide the Indemnifying Party with such proceedings if it decides in its sole discretion not to do soassistance (at the Indemnifying Party’s cost) as is reasonably required by the Indemnifying Party.

Indemnities. 12.1 Each Party will indemnify, 9.1 Instilled shall defend and indemnify the Client and keep indemnified, the other Party in full Client indemnified against any and all costs, expenseslosses, damages and losses (whether direct or indirect) including any interest, penalties, reasonable and any reasonable legal verifiable costs and other professional fees awarded against or expenses incurred or paid by the other in respect Client and arising out of any breach and all actions, claims or proceedings by a third party alleging that use by the Client of clause 6 the Subscription Services (Confidentialitybut not any Client Content stored therein) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (in accordance with this Agreement infringes such third party’s Intellectual Property RightsRights ("a Claim") below, infringes provided that: (i) the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as Client shall immediately notify Instilled if a result of or in connection with any claim Claim is made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation Client and agrees to any claim grant to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature Instilled exclusive control of the relevant matter Claim including the settlement thereof; (ii) the Client shall at the request and expense of Instilled afford to Instilled all reasonable assistance for the purpose of contesting, negotiating or settling the Claim; (iii) the Client shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, admissions (save where required by court order or enter into any agreement or compromise in relation governmental regulations) which may be prejudicial to the matter in respect defence or settlement of which it seeks to be indemnified the Claim without the prior written consent approval of the indemnifying Party Instilled (such consent not to be unreasonably withheld or delayed); and . If there is a Claim, Instilled may: (ca) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all take such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if as it decides considers appropriate in its sole discretion including but not limited to changing the Subscription Services to avoid or settle any such Claim, (b) (partly) suspend the Client's use of the Subscription Services in which case Instilled shall extend the contracted subscribed-for period of use by the period of suspension and the renewal date shall be adjusted accordingly, and/or (c) (partly) terminate Client's use of the Subscription Services in which case Instilled shall pay the Client an amount equivalent to the unused part of the contracted subscription period calculated on a straight line basis. 9.2 The Client shall indemnify Instilled and keep Instilled indemnified against any and all losses, damages and reasonable and verifiable costs and expenses incurred by Instilled and arising out of any and all actions, claims or proceedings by a third party alleging that the possession, processing, publishing, storage or use by Instilled of the Client Content in accordance with this Agreement infringes such third party’s Intellectual Property Rights ("a Claim") provided that: (i) Instilled shall as soon as reasonably practicable notify the Client if a Claim is made against Instilled and agrees to grant to the Client exclusive control of the Claim including the settlement thereof (not to do soInstilled’s detriment); (ii) Instilled shall at the request and expense of the Client afford to the Client reasonable assistance for the purpose of contesting, negotiating or settling the Claim; (iii) Instilled shall not make any admissions (save where required by court order or governmental regulations) which may be prejudicial to the defence or settlement of the Claim without the approval of the Client (not to be unreasonably withheld or delayed).

Indemnities. 12.1 Each Party A. The Sub-Licensor agrees, at its own expense, to defend or. at its option, to settle, any claim brought against the Sub-Licensee that the Products infringe or violate any patent, copyright or trade secret of a third party, and the Sub-Licensor will indemnify and hold the Sub-Licensee harmless from and against any damages, costs and fees reasonably incurred (including reasonable attorneys' fees) and attributable to such claim and which is assessed against the Sub-Licensee in a final judgment so long as the Sub-Licensee provides the Sub-Licensor with (i) prompt written notification of the claim or action, (ii) sole control and authority over the defense or settlement thereof, ru1d (iii) all relevant information, assistance and authority to settle and/or defend any such claim. B. The Sub-Licensor will have no liability under this Section IX for any claim where: (i) such claim or action would have been avoided but for the combination or use of the Products, or portions thereof. with other products, processes or materials not supplied or specified in writing by the Sub-Licensor; or (ii) the Sub-Licensee continues (or permits a customer to continue) the allegedly infringing activity after the Sub-Licensee is notified thereof or after the Sub-Licensee is informed of modifications that would have avoided the alleged infringement. Notwithstanding any other provision of this Agreement, the Sub- Licensee shall indemnify, defend and keep indemnified, hold the other Party in full Sub-Licensor harmless from and against any and all costs, expenses, damages third party liabilities: costs and losses expenses (whether direct or indirectincluding reasonable attorneys' fees) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC Sub-Licensor as a result of any cl aim of infringement or in connection with any claim made against the FRC misappropriation arising as a result out of or in connection with the RSB's performance of its obligations under related to this Delegation Agreementparagraph. 12.3 In relation to C. Notwithstanding any claim to be indemnified under other provision in any other Section(s) of this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice foregoing provisions of that matter to this Section IX stale the indemnifying Party, specifying in reasonable detail the nature entire liability of the relevant matter Sub-Licensor, and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent exclusive remedy of the indemnifying Party (such consent not Sub-Licensee, with respect to be unreasonably withheld any infringement or delayed); and (c) allow the indemnifying Party to have conduct alleged infringement of the proceedings relating to the indemnity (and cooperate any third party Intellectual Property rights associated with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring Products or defend any such proceedings if it decides in its sole discretion not to do soServices.

Indemnities. 12.1 Each The Council shall indemnify and keep indemnified in full the Provider (for itself and for the benefit of each relevant Sub-Contractor) against all Losses incurred by the Provider or any relevant Sub-Contractor in connection with or as a result of: a breach by the Council of its obligations under clause 48.4 above; subject to clause 48.13.3 any claim or demand by any Transferring Employee arising out of the employment of any Transferring Employee provided that this arises from any act, fault or omission of the Council in relation to any Transferring Employee prior to the date of the Relevant Transfer (save where such act, fault or omission arises as a result of the Provider’s or any of its Sub-Contractor’s failure to comply with Regulation 13 of TUPE) and any such claim is not in connection with the Relevant Transfer. Where any liability in relation to any Transferring Employee, in respect of his or her employment by the Council or its termination which transfers in whole or part in accordance with TUPE and/or the Directive arises partly as a result of any act or omission occurring on or before the Service Transfer Date and partly as a result of any act or omission occurring after the Service Transfer Date, the Council shall indemnify and keep indemnified in full the Provider or the relevant Sub-Contractor against only such part of the Losses sustained by the Provider or any Sub-Contractor in consequence of the liability as is reasonably attributable to the act or omission occurring before the Service Transfer Date. The indemnities contained in clause 48.13.1 shall apply as if references in those clauses to any Transferring Employee also included a reference to any Relevant Employee and references to any act, fault or omission of the Council also included a reference to the relevant third party Provider employer of the Relevant Employee prior to the Service Transfer Date to the extent that the Council recovers any sum in respect of the subject matter of those indemnities from such Third Party Provider under any indemnity or other legal entitlement it has against such Third Party Provider. The Council will indemnifyuse all reasonable endeavours to recover any such sums under any such entitlement as in mentioned in this clause. The Provider shall indemnify and keep indemnified in full the Council, and at the Council's request each and every service provider who shall provide any service equivalent to any of the Services immediately after expiry or earlier termination of this Contract (“Future Provider”) against: all Losses incurred by the Council or any Future Provider in connection with or as a result of any claim or demand against the Council or any Future Provider by any person who is or has been employed or engaged by the Provider or any Sub-Contractor in connection with the provision of any of the Services where such claim arises as a result of any act, fault or omission of the Provider and/or any Sub-Contractor after the Service Transfer Date; all Losses incurred by the Council or any Future Provider in connection with or as a result of a breach by the Provider of its obligations under clause 48.2 above; and all Losses incurred by the Council or any Future Provider in connection with or as a result of any claim by any trade union or staff association or employee representative (whether or not recognised by the Provider and/or the relevant Sub-Contractor in respect of all or any of the Relevant Employees) arising from or connected with any failure by the Provider and/or any Sub-Contractor to comply with any legal obligation to such trade union, staff association or other employee representative whether under Regulations 13 or 14 of TUPE or any award of compensation under Regulation 15 of TUPE, under the Directive or otherwise and, whether any such claim arises or has its origin before or after the date of the Service Transfer Date. The Provider shall indemnify and keep indemnifiedindemnified in full the Council, against all Losses incurred by the Council in connection with or as a result of: the change of identity of employer occurring by virtue of TUPE to the Provider or the relevant Sub-Contractor being significant and detrimental to any of the Relevant Employees or to any person who would have been a Relevant Employee but for their resignation (or decision to treat their employment as terminated under Regulation 4(9) of TUPE) on or before the Service Transfer Date as a result of the change in employer and whether such claim arises before or after the Service Transfer Date; any proposed or actual change by the Provider or any Sub-Contractor to the Relevant Employees' working conditions, terms or conditions or any proposed measures of the Provider or the relevant Sub-Contractor which are to any of the Relevant Employee’s material detriment (Material Breach) or to the material detriment (Material Breach) of any person who would have been a Relevant Employee but for their resignation (or decision to treat their employment as terminated under Regulation 4(9) of TUPE) on or before the Service Transfer Date as a result of any such proposed changes or measures and whether such claim arises before or after the Service Transfer Date; and any claim arising out of any misrepresentation or mis-statement whether negligent or otherwise made by the Provider or Sub-Contractor to the Relevant Employees or their representatives whether before on or after the Service Transfer Date and whether liability for any such claim arises before on or after the Service Transfer Date. For the avoidance of doubt, the other Party indemnities in full against all costs, expenses, damages clauses 48.13.3 and losses (whether direct or indirect48.13.4(c) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other shall not apply in respect of any breach of sum for which the Council is to indemnify the Provider or a relevant Sub-Contractor pursuant to clause 6 (Confidentiality) 48.13.1 or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of any adjustment to the Charges in accordance with clause 48.5.4(c) or to the extent that the claim arises from a wrongful act or omission of the Council or any Future Provider. The Provider shall as soon as reasonably practicable and in connection any event within five (5) Business Days following a written request by the Council provide to the Council details of any measures which the Provider or any Sub-Contractor envisages it or they will take in relation to any employees who are or who will be the subject of a Relevant Transfer, and if there are no measures, confirmation of that fact, and shall indemnify the Council against all Losses resulting from any failure by the Provider to comply with this obligation. The Provider shall (and shall procure that any Sub-Contractor shall) within fourteen (10) Business Days of a request by the Council or following the service of a termination notice under clause 16 or as a consequence of the Council notifying the Provider of its intention to retender this Contract: on receiving a request from the Council provide in respect of any person engaged or employed by the Provider or any Sub-Contractor in the provision of the Services (the Assigned Employees) full and accurate details regarding the identity, number, age, sex, length of service, job title, grade and terms and conditions of employment of and other matters affecting each of those Assigned Employees who it is expected, if they remain in the employment of the Provider or of any Sub-Contractor as the case may be until immediately before the Termination Date, would be Returning Employees (the Retendering Information); provide the Retendering Information promptly and at no cost to the Council; notify the Council forthwith in writing of any material changes to the Retendering Information promptly as and when such changes arise; be precluded from making any material increase or decrease in the numbers of Assigned Employees; be precluded from making any increase in the remuneration or other change in the terms and conditions of the Assigned Employees other than in the ordinary course of business and with the Council's prior written consent; and be precluded from transferring any of the Assigned Employees to another part of its business or moving other employees from elsewhere in its or their business who have not previously been employed or engaged in providing the Services to provide the Services save with the Council's prior written consent. Without prejudice to clauses 48.14 and 48.15.7 the Provider shall provide and shall procure that any Sub-Contractor shall provide the Employee Liability Information to the Council at such time or times as are required by TUPE, and shall warrant at the time of providing such Employee Liability Information that such information will be updated to take account of any changes to such information as is required by TUPE. The Provider shall indemnify and shall keep indemnified in full the Council and at the Council's request any Future Provider against all Losses arising from any claim made against the FRC arising by any party as a result of the Provider or Sub-Contractor failing to provide or promptly to provide the Council and/or any Future Provider where requested by the Council with any Retendering Information and/or Employee Liability Information or to provide full Retendering Information and/or Employee Liability Information or as a result of any material inaccuracy in connection with or omission from the RSB's performance of its obligations under Retendering Information and/or Employee Liability Information provided that this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and indemnity shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter apply in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating Retendering Information to the indemnity extent that such information was originally provided to the Provider by the Council and was materially inaccurate or incomplete (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costsMaterial Breach) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do sowhen originally provided.

Indemnities. 12.1 Each Party will indemnify, 10.1 gomo shall defend and indemnify the Client and keep indemnified, the other Party in full Client indemnified against any and all costs, expenseslosses, damages and losses (whether direct or indirect) including any interest, penalties, reasonable and any reasonable legal verifiable costs and other professional fees awarded against or expenses incurred or paid by the other in respect Client and arising out of any breach and all actions, claims or proceedings by a third party alleging that use by the Client of clause 6 gomo learning (Confidentialitybut not any Client Content stored therein) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (in accordance with this Agreement infringes such third party’s Intellectual Property RightsRights ("a Claim") below, infringes provided that: (i) the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as Client shall immediately notify gomo if a result of or in connection with any claim Claim is made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation Client and agrees to any claim grant to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature gomo exclusive control of the relevant matter Claim including the settlement thereof; (ii) the Client shall at the request and expense of gomo afford to gomo all reasonable assistance for the purpose of contesting, negotiating or settling the Claim; (iii) the Client shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, admissions (save where required by court order or enter into any agreement or compromise in relation governmental regulations) which may be prejudicial to the matter in respect defence or settlement of which it seeks to be indemnified the Claim without the prior written consent approval of the indemnifying Party gomo (such consent not to be unreasonably withheld or delayed); and . If there is a Claim, gomo may: (ca) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all take such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if as it decides considers appropriate in its sole discretion including but not limited to changing gomo learning to avoid or settle any such Claim, (b) suspend the Client's use of gomo learning in which case gomo shall extend the contracted subscribed-for period of use by the period of suspension and the renewal date shall be adjusted accordingly, and/or (c) terminate Client's use of gomo learning in which case gomo shall pay the Client an amount equivalent to the annual Fee for the unused part of the contracted subscription period calculated on a straight line basis. the Client shall indemnify gomo and keep gomo indemnified against any and all losses, damages and reasonable and verifiable costs and expenses incurred by gomo and arising out of any and all actions, claims or proceedings by a third party alleging that the possession, processing, publishing, storage or use by gomo of the Client Content in accordance with this Agreement infringes such third party’s Intellectual Property Rights ("a Claim") provided that: (i) gomo shall immediately notify the Client if a Claim is made against gomo and agrees to grant to the Client exclusive control of the Claim including the settlement thereof (not to do so.gomo’s detriment); (ii) gomo shall at the request and expense of the Client afford to the Client all reasonable assistance for the purpose of contesting, negotiating or settling the Claim;

Indemnities. 12.1 Each Party will indemnify, and keep indemnified, the other Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shallIf either: (a) as soon as is reasonably practicable give written notice Company receives a claim from a third party that either Google’s or any Google Group Company’s technology used to provide the Services or, where Company has ordered the Search Services and/or AdSense Services, any Google Brand Feature infringe(s) any Intellectual Property Rights of that matter third party; or (b) Google receives a claim from a third party that the Company Content, Site and/or Approved Client Application (if any) infringe(s) any Intellectual Property Rights of that third party or a claim from a Company Partner relating to any use of, or access to, the indemnifying ADX Services, or the implementation or display of Ads on a Site of a Company Partner; (in each case, an “IP Claim”) then the party which received such IP Claim (the “Recipient”) will: (i) promptly notify the other party; (ii) provide the other party with reasonable information, assistance and cooperation in responding to and, where applicable, defending such IP Claim; and (iii) give the other party full control and sole authority over the defence and settlement of such IP Claim. The Recipient may appoint its own supervising counsel of its choice at its own expense. 12.2 Provided the Recipient complies with clause 12.1(i) to (iii) and subject (if applicable) to clause 12.3, the party notified in accordance with clause 12.1(i) (the “Indemnifying Party”) will accept full control and sole authority over the defence and settlement of such IP Claim and will indemnify the Recipient against all damages and costs awarded for such IP Claim, specifying settlement costs approved in writing by the Indemnifying Party in relation to such IP Claim, reasonable detail legal fees necessarily incurred by the nature Recipient in relation to such IP Claim and reasonable costs necessarily incurred by the Recipient in complying with clause 12.1(i) to (iii). 12.3 Google will not have any obligations or liability under this clause 12 in relation to any IP Claim arising from any: (a) use of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incursServices or Google Brand Features in a modified form or in combination with materials not furnished by Google; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and[***] (c) allow the indemnifying Party [***] (d) acts or omissions by Company Partner. 12.4 Google may [***] suspend Company’s use of any Services or Google Brand Features in any territory(ies) which are alleged, or believed by Google, to have conduct infringe any third party’s Intellectual Property Rights in such territory(ies), or to modify such Services or Google Brand Features to make them non-infringing. If any suspension of Services under this clause continues for more than [***], Company may, at any time until use of the proceedings relating to applicable Services is reinstated, terminate the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take applicable Agreement in respect of such matter the relevant territory(ies) immediately upon written notice. [***] 12.5 This clause 12 states the parties’ entire liability and shall not be obliged exclusive remedy with respect to bring or defend any such proceedings if it decides in its sole discretion not to do soinfringement of a third party’s Intellectual Property Rights.

Indemnities. 12.1 Each Party 14.1 CSL shall indemnify you (a) against any third party claim that the Equipment and/or Services supplied by CSL infringe or misappropriate that third party’s intellectual property rights in the country in which CSL delivers the Equipment and/or Services (“Indemnified Claims”) and (b) by paying: (i) the resulting costs and damages finally awarded against you by a court of competent jurisdiction to the extent that such are the result of the Indemnified Claim; or (ii) the amounts stated in a written settlement negotiated and approved by CSL. This Clause is an exclusive statement of CSL’s liability and responsibility for Indemnified Claims and nothing in this Agreement or elsewhere will indemnifyobligate CSL to provide any greater indemnity. 14.2 If CSL receives prompt notice of an Indemnified Claim that, in CSL’s reasonable opinion, is likely to result in an adverse ruling, then CSL shall, at its discretion and keep indemnifiedas a sole and exclusive remedy, offer a reasonable resolution to the other Party breach such as, but not limited to, obtaining a right for you to continue using such Equipment or Services, modifying such Equipment or Services to make it non-infringing or replacing such Equipment or Service. CSL shall have no obligation for any claim resulting or arising from any Excluded Events. 14.3 CSL’s duty to indemnify is dependent upon (i) CSL receiving prompt written notice of the third party claim (ii) CSL having sole control of the defence and resolution of such claim and (ii) your cooperation with CSL in full defending and resolving such claim. 14.4 You shall indemnify CSL and its Affiliates against all costs(i) any third party claim arising out of your breach of CSL’s, expenses, damages and losses (whether direct its Affiliates’ or indirect) third parties’ intellectual property rights including any interest, penalties, those belonging to the Communications Provider and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of Third Party Services Provider (ii) any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation access conditions to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature element of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, Communication Providers Network or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Third Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soServices.

Indemnities. 12.1 Each Party will indemnify22.1 Subject to Clause 22.5, the Provider shall indemnify and keep indemnifiedindemnified the Authority against all liabilities, costs, expenses, damages and losses incurred by the Authority arising out of or in connection with: a) the Provider's breach or negligent performance or non-performance of this Agreement; b) any claim made against the Authority arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by the Provider or Provider Personnel; c) the enforcement of this Agreement. 22.2 Subject to Clause 22.5, the other Party in full Provider shall indemnify the Authority against all liabilities, costs, expenses, damages and losses (whether direct including but not limited to any direct, indirect or indirect) including any consequential losses, loss of profit, loss of reputation and all interest, penalties, penalties and any legal costs (calculated on a full indemnity basis) and all other reasonable legal professional costs and other professional fees awarded against expenses) suffered or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result Authority arising out of or in connection with with: a) any claim made against the FRC Authority by a third party for death, personal injury or damage to property arising as a result out of or in connection with the RSB's provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by the Provider, its obligations employees, agents or subcontractors. 22.3 Liability under the indemnity at clause 22.2 is conditional on the Authority discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against the Authority which may reasonably be considered likely to give rise to a liability under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreementindemnity (Claim), the indemnified Party Authority shall: (a) as soon as is reasonably practicable practicable, give written notice of that matter the Claim to the indemnifying Party, Provider specifying in reasonable detail the nature of the relevant matter and shall use its Claim in reasonable endeavours to avoid and mitigate the losses it incursdetail; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified Claim without the prior written consent of the indemnifying Party Provider (such consent not to be unreasonably conditioned, withheld or delayed), provided that the Authority may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Provider but without obtaining the Provider's consent) if the Authority reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect; c) give the Provider and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Authority so as to enable the Provider and its professional advisers to examine them and to take copies (at the Provider's expense) for the purpose of assessing the Claim; and (cd) allow the indemnifying Party to have conduct of the proceedings relating subject to the indemnity Provider providing security to the Authority to the Authority's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the Provider may reasonably request to avoid, dispute, compromise or defend the Claim. 22.4 If a payment due from the Provider under this clause is subject to tax (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall whether by way of direct assessment or withholding at its sole discretion decide what action (if any) source), the Authority shall be entitled to take receive from the Provider such amounts as shall ensure that the net receipt, after tax, to the Authority in respect of such matter the payment is the same as it would have been were the payment not subject to tax. 22.5 The indemnities provided under Clause 22.1 and 22.2 shall not be obliged apply except insofar as the liabilities, costs, expenses, damages and losses incurred by the Authority are directly caused (or directly arise) from the negligence or breach of this Agreement by the Authority or its Representatives. 22.6 Nothing in this clause shall restrict or limit the Authority's general obligation at law to bring mitigate any loss it may suffer or defend any such proceedings if it decides in its sole discretion not incur as a result of an event that may give rise to do soa claim under this clause.

Indemnities. 12.1 Each Party will indemnify21.1. The Customer shall indemnify and shall keep indemnified Airbox against any and all liabilities, damages, losses, costs and keep indemnified, the other Party expenses (including legal expenses and amounts reasonably paid in full against all costs, expenses, damages and losses (whether direct or indirectsettlement of legal claims) including any interest, penalties, and any reasonable legal and other professional fees awarded against suffered or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC Airbox as a result of damage to property, death or personal injury arising directly or indirectly out of any reliance on the Airbox Solution in disregard of Clause 20.4. This indemnity will not apply to the extent that such death or personal injury results from Airbox’s negligence. 21.2. The Customer shall indemnify and shall keep indemnified Airbox against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by Airbox arising directly or indirectly out of the use by Airbox of the Customer Data or the Customer’s trade marks, logos and other branding in accordance with this Agreement. 21.3. Airbox shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer arising out of or in connection with any claim made against claim, demand or action alleging that the FRC arising receipt of the Airbox Solution by the Customer in accordance with these Terms and Conditions infringes or has infringed any Intellectual Property Rights of a third party. 21.4. If either party (Indemnifying Party) is required to indemnify the other party (Indemnified Party) under this Clause 21, the Indemnified Party shall: 21.4.1. upon becoming aware of an actual or potential Indemnity Event, notify the Indemnifying Party; 21.4.2. provide to the Indemnifying Party all such assistance as a result may be reasonably requested by the Indemnifying Party in relation to the Indemnity Event; 21.4.3. allow the Indemnifying Party the exclusive conduct of or all disputes, proceedings, negotiations and settlements with third parties relating to the Indemnity Event; and 21.4.4. not admit liability to any third party in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to Indemnity Event or settle any claim to be indemnified under this clause 12 disputes or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter proceedings involving a third party and relating to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified Indemnity Event without the prior written consent of the indemnifying Indemnifying Party, and the Indemnifying Party’s obligation to indemnify the Indemnified Party (such consent under this Clause 21 shall not to be unreasonably withheld or delayed); and (c) allow apply unless the indemnifying Indemnified Party to have conduct of the proceedings relating to the indemnity (and cooperate complies with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect requirements of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do sothis Clause 21.4.

Indemnities. 12.1 Each Party will indemnify, and keep indemnified11.1 Subject to the Customer's compliance with Clause 11.3, the other Party in full Supplier shall indemnify the Customer, to the extent of its legal liability, from and against all costs, expenses, damages and losses direct Losses together with reasonably incurred legal expenses (whether direct or indirecton the standard basis) including any interest, penalties, and any reasonable legal and other professional fees awarded against suffered or incurred or paid by the other in respect Customer as a direct result of any breach of clause 6 a Claim that: (ConfidentialityA) or any claim that the Customer’s use of any intellectual property by either Party, as permitted by clause 13 the Foreground IPR in accordance with the rights granted under Clause 10.9; or‌ (Intellectual Property RightsB) belowthe Customer’s use of Supplier Background IPR in accordance with the rights granted under Clause 10.7, infringes the intellectual property Intellectual Property Rights or other proprietary rights of any third partyperson. 12.2 The RSB will indemnify, and keep indemnified11.2 Subject to the Supplier's compliance with Clause 11.3, the FRC in full Customer shall indemnify the Supplier from and against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable Losses together with all reasonably incurred legal and other professional fees awarded against expenses suffered or incurred or paid by the FRC Supplier as a result of or a Claim that the Supplier’s use of the Customer Background IPR in connection with any claim made against the FRC arising as a result of or in connection accordance with the RSB's performance rights granted (or purportedly granted) under Clause 10.5 infringes the Intellectual Property Rights or other proprietary rights of its obligations under this Delegation Agreementany person. 12.3 11.3 In relation to any claim to be indemnified indemnified, the party seeking indemnification under this clause 12 or elsewhere in this Delegation Agreement, agreement (the “indemnified Party shall:party”) shall:‌ (aA) as soon as is reasonably practicable give written notice of that matter to the other party (the “indemnifying Partyparty”), specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses Losses it incurs; (bB) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party party (such consent not to be unreasonably withheld or delayed); and (cC) allow the indemnifying Party party to have the conduct of the all proceedings relating to the indemnity (and cooperate with the indemnifying Party party in relation to all such proceedings, at the indemnifying Partyparty's costscost) and the indemnifying Party party shall at its sole discretion decide what action (if any) any to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so. 11.4 In relation to any and all of the indemnities in this Framework Agreement, the obligations of the indemnifying party to indemnify the indemnified party shall be construed such that the relevant indemnity shall be in respect of direct Losses incurred by the indemnified party save to the extent that such Losses arose as a result of or in connection with the negligent act or omission or breach of this Framework Agreement by the indemnified party or any of its agents, officers, employees or directors, provided that neither party shall be liable more than once for the same Loss. Each party agrees that it shall mitigate its Losses.

Indemnities. 12.1 Each Party will indemnify, and keep indemnified, Where Commercial Use is licensed herein each party shall indemnify the other Party in full against all costs (including reasonable and proper legal costs), expensesclaims, damages damages, demands and losses (whether direct expenses arising directly or indirect) including indirectly out of any interest, penalties, and Third Party Claim in accordance with the following principles: the Licensee shall be responsible for any reasonable legal and other professional fees awarded against or incurred or paid claims which arise from any breach of the agreement by the Licensee; the NRW shall, subject to the provisions on defects in ownership in condition 8, be responsible for any claims that use of the Licensed Content infringes any United Kingdom Intellectual Property Rights or has been supplied in breach of a legally binding confidentiality; nothing in these indemnities shall have the effect of requiring one party to indemnify the other to the extent that the other has been negligent or in wilful default; The NRW or the Licensee (as the case may be) shall: forthwith on receipt of a written request from the Licensee or the NRW(as the case may be) give to the other the sole conduct of the defence and settlement of any such claim and at no time admit liability; and act in such a way as to mitigate their losses; and act in accordance with the reasonable instructions of the other and give all such assistance as it may reasonably require to defend or settle such claim. Entire agreement This agreement constitutes the entire agreement between the parties and supersedes all oral or written agreements, representations, understandings or arrangements relating to its subject matter other than subsequent written alterations to this agreement mutually agreed by the parties in accordance with condition 20 below. The parties irrevocably and unconditionally waive any right to rescind this agreement by virtue of any misrepresentation and to claim damages for any misrepresentation save in each case where such misrepresentation was made fraudulently. Severance If any part of the agreement is found by a court of competent jurisdiction or other competent authority to be unenforceable, then that part will be severed from the remainder of the agreement which will continue to be valid and enforceable to the fullest extent permitted by law. Variation Variations must be agreed by both parties in writing signed by or on behalf of the NRW and the Licensee and neither party shall unreasonably refuse or delay 0such requests for a variation. Notices and Consents Notices under this agreement shall be written, in English, in advance by at least the period specified in this agreement and shall be sent to the address and contact of the party as set out in this agreement (or such other address in the United Kingdom as either party may notify to the other) in accordance with this condition). Notices may be sent by first class mail (or other comparable and reputable postal services) or by email. Correctly addressed notices sent by mail shall be deemed to be delivered 2 Working Days after posting. Correctly addressed emails shall be deemed to be delivered when sent provided that a confirmation copy is sent by first class mail within 24 (twenty four) hours. Any consent, approval or agreement given pursuant to this agreement shall be in writing and in the case of the Licensee shall be signed in accordance with the contacts records in Schedule 1, or any variation thereof. Relationship of Parties Nothing in this agreement shall create a partnership or joint venture between the parties, nor shall this agreement constitute one party the agent of the other or give either party authority to act or hold itself out as having authority to act on behalf of the other; or confer or purport to confer on any third party any benefit or rights in respect of any breach the terms of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of this agreement. Dispute Resolution All disputes under or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to agreement shall be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter referred first to the indemnifying Party, specifying in reasonable detail parties’ respective managers with responsibility for the nature day to day management of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do sothis agreement.

Indemnities. 12.1 (a) Each Party will (Indemnifying Party) shall indemnify, defend and keep indemnified, hold harmless the other Party in full Party, its Affiliates, sub-licensees and assigns and its and their officers, directors, employees, agents and representatives (Indemnitees) from and against any and all liabilities, claims, demands, actions and suits, losses, damages, costs, expenses, damages and losses expenses (whether direct or indirectincluding reasonable attorneys’ fees) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect (together referred to as Losses) arising out of any claim brought by a Third Party against an Indemnitee to the extent attributable to (i) the Development or Commercialization of any Licensed Product in the Licensed Territory by or on behalf of the Indemnifying Party, its Affiliates or any of its or their licensees or sub-licensees or (ii) the Indemnifying Party’s breach of clause 6 (Confidentiality) warranty or misrepresentation under this Agreement or any claim other breach of contract under this Agreement; provided that the Indemnifying Party shall not be required to indemnify any Indemnitee for Losses to the extent that any of the Indemnitee’s gross negligence or wilful misconduct or breach of this Agreement has contributed to the Losses. (b) Notwithstanding the generality of paragraph (a), LICENSOR shall, at any time during the Term, use Commercially Reasonable Efforts to obtain licenses, with the right to grant sub-licenses to LICENSEE, under IP of Third Parties to the extent necessary for the Manufacture and Commercialization by LICENSEE of the Licensed Compound or any intellectual property by either Party, Licensed Product as permitted by clause 13 (Intellectual Property Rightsunder this Agreement. LICENSOR shall bear the costs associated with obtaining and sub-licensing to LICENSEE any such licenses, subject to Section 7.4(e) below, infringes the intellectual property in case licenses of any third partyThird Parties are granted to LICENSEE directly. [****] . 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as c) As a result of or in connection with any claim made against the FRC arising as condition to a result of or in connection with the RSB's performance of its obligations Party’s right to receive indemnification under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation AgreementSection 9.4, the indemnified Party it shall: (ai) as soon as is reasonably practicable give written notice notify the Indemnifying Party promptly upon becoming aware of a claim for which indemnification may be sought pursuant hereto (but in no event later than [****] ([****]) days after such awareness, being understood that matter any failure to make or delay in making such notification shall not relieve the Indemnifying Party of its obligations hereunder except to the indemnifying Party, specifying in reasonable detail extent the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incursIndemnifying Party is materially prejudiced by such failure or delay); (bi) cooperate with the Indemnifying Party in the defence, compromise or settlement of such claim; and (ii) permit the Indemnifying Party to control the defense, compromise or settlement of such claim including the right to select defence counsel, it being understood and agreed, however, that the Indemnifying Party will not make compromise or settle any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified claim without the prior written consent of the indemnifying Party (Indemnitee, such consent not to be unreasonably withheld withheld, conditioned or delayed); and. (cd) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.[****]

Indemnities. 12.1 (a) Each Party will indemnify, indemnify and keep indemnified, hold harmless the other Party or Parties from and against any suit, claim, demand, liability, damage, loss, cost, or expense, including legal fees and court costs ("Claim"), resulting from, arising out of, or in full against all costs, expenses, damages and losses any manner attributable to (whether direct i) any inaccuracy in any representation or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) any warranty or any claim that other agreement or promise contained in this Agreement or due to the use inaccuracy of any intellectual property document furnished to it or caused to be furnished to it by either the indemnifying Party pursuant to the terms of this Agreement, (ii) any matter involving a Party's gross negligence or intentional misconduct, as permitted or (iii) any act by clause 13 a Party in violation of Article VI and Sections 4.3 of this Agreement; provided, however, that this Section will -------- ------- not be deemed to include any Claims resulting from, arising out of, in any manner attributable to taxes based on income. (Intellectual Property Rightsb) below, infringes the intellectual property A Party entitled to indemnification under this Section 10.14 will deliver written notice of any third party. 12.2 The RSB Claim to the indemnifying Party within ten (10) Business Days following the date such Party first receives written notice of such Claim; provided that failure to give this notice within the required time period will indemnify, and keep indemnified, not relieve the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance indemnifying Party of its obligations under this Delegation Agreement. 12.3 In relation Section 10.14 so long as no prejudice results from such failure. The partner seeking indemnification will keep the indemnifying Party fully informed of the progress of the claim and will afford the indemnifying Party and its counsel full opportunity to participate in any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, action of the indemnified Claim. A Party shall: (a) as soon as seeking indemnification will not settle the Claim for which indemnification is reasonably practicable give sought without first obtaining written notice of that matter to approval from the indemnifying Party, specifying in reasonable detail the nature . Approval of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) a settlement by a Party against whom indemnification is being sought will not make any be deemed an admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soliability under this Section 10.14.

Indemnities. 12.1 Each Party will indemnify, and keep indemnified, Where Commercial Use is licensed herein each party shall indemnify the other Party in full against all costs (including reasonable and proper legal costs), expensesclaims, damages, demands and expenses arising directly or indirectly out of any Third Party Claim in accordance with the following principles: the Licensee shall be responsible for any claims which arise from any breach of the agreement by the Licensee; the Agency shall, subject to the provisions on defects in ownership in condition 8, be responsible for any claims that use of the Licensed Content infringes any United Kingdom Intellectual Property Rights or has been supplied in breach of a legally binding confidentiality; nothing in these indemnities shall have the effect of requiring one party to indemnify the other to the extent that the other has been negligent or in wilful default; The Agency or the Licensee (as the case may be) shall: forthwith on receipt of a written request from the Licensee or the Agency (as the case may be) give to the other the sole conduct of the defence and settlement of any such claim and at no time admit liability; and act in accordance with the reasonable instructions of the other and give all such assistance as it may reasonably require to defend or settle such claim. Entire agreement This agreement constitutes the entire agreement between the parties and supersedes all oral or written agreements, representations, understandings or arrangements relating to its subject matter other than subsequent written alterations to this agreement mutually agreed by the parties. The parties irrevocably and unconditionally waive any right to rescind this agreement by virtue of any misrepresentation and to claim damages for any misrepresentation save in each case where such misrepresentation was made fraudulently. Severance If any part of the agreement is found by a court of competent jurisdiction or other competent authority to be unenforceable, then that part will be severed from the remainder of the agreement which will continue to be valid and losses enforceable to the fullest extent permitted by law. Variation Variations must be agreed by both parties in writing signed by or on behalf of the Agency and the Licensee and neither party shall unreasonably refuse such requests for a variation. Notices and Consents Notices under this agreement shall be written, in English, in advance by at least the period specified in this agreement and shall be sent to the address and contact of the party as set out in this agreement (whether direct or indirect) including any interest, penalties, and any reasonable legal and such other professional fees awarded against or incurred or paid by address in the United Kingdom as either party may notify to the other in accordance with this condition). Notices may be sent by first class mail (or other comparable and reputable postal services) or by email. Correctly addressed notices sent by mail shall be deemed to be delivered 2 Working Days after posting. Correctly addressed emails shall be deemed to be delivered when sent provided that a confirmation copy is sent by first class mail within 24 (twenty four) hours. Any consent, approval or agreement given pursuant to this agreement shall be in writing and in the case of the Licensee shall be signed in accordance with the contacts records in Schedule 1, or any variation thereof. Relationship of Parties Nothing in this agreement shall create a partnership or joint venture between the parties, nor shall this agreement constitute one party the agent of the other or give either party authority to act or hold itself out as having authority to act on behalf of the other; or confer or purport to confer on any third party any benefit or rights in respect of any breach the terms of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of this agreement. Dispute Resolution All disputes under or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to agreement shall be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter referred first to the indemnifying Party, specifying in reasonable detail parties’ respective managers with responsibility for the nature day to day management of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do sothis agreement.

Indemnities. 12.1 Each Party will indemnify, and keep indemnified9.1 Subject to Clause 2.5(b), the other Party in full Buyer will indemnify and save harmless the Seller and the directors, officers, employees and agents of the Seller from and against any and all coststhird party Claims relating to obligations or commitments arising under the Partnership Agreement after the Closing Date, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any except for third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shallparty Claims: (a) that arise as soon as is reasonably practicable give written notice a result of that matter to fraud, negligence or wilful misconduct on the indemnifying Party, specifying in reasonable detail the nature part of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs;Seller; or (b) not make any admission of liability, that are based on the Partnership's or enter into any agreement the Seller's actions or compromise in relation failures to act prior to the matter Closing Date; and provided that such third party Claims have been expressly assumed by the Buyer. For the avoidance of doubt, the Buyer purchasing the Purchased Interests and entering into this Purchase Agreement will not be regarded as an expressly assumed liability. 9.2 The Seller and the Parent will, jointly and severally, indemnify and save harmless the Buyer and the directors, officers, employees and agents of the Buyer from and against any and all Claims made by the Partnership and any third party, against the Buyer or the Partnership relating to liabilities that are based on the Partnership's or the Seller's actions or failures to act prior to the Closing Date and not expressly assumed by the Buyer. 9.3 A party (the "INDEMNIFYING PARTY") is not liable to indemnify the other party (the "INDEMNIFIED PARTY") under this Article 9 unless the Indemnified Party has given the Indemnifying Party notice of the claim for indemnification specifying (in respect reasonable detail) the nature of, and the amount claimed under, the claim for indemnification within 90 days of which it seeks becoming aware of the circumstances giving rise to such claim; provided that a failure to notify within such 90 day period shall not relieve the Indemnifying Party of liability under this Article except to be indemnified without extent that the prior written consent Indemnifying Party is prejudiced by such failure to notify. 9.4 Where notice of a claim for indemnification is given under Clause 9.3 but arbitration proceedings have not been issued and served within the period of six months from the date on which the underlying third party Claim is determined, the claim for indemnification will be deemed to be withdrawn. 9.5 The amount of any claim for indemnification under this Article 9 shall be reduced by the amount of any tax gains obtained by the Indemnified Party as a result of the indemnifying Party (circumstances giving rise to such consent not claim. 9.6 Nothing in this Article 9 applies to be unreasonably withheld a claim for indemnification that arises or delayed); and (c) allow is delayed as a result of negligence, dishonesty, fraud, wilful misconduct or wilful concealment by the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

Indemnities. 12.1 Each Party will 9.1 The rights and obligations in this Clause 9 shall not come into effect unless and until Completion takes place. 9.2 Notwithstanding any other provision of this Agreement, the Purchaser covenants with the Seller that the Purchaser and the Company shall indemnify, defend and keep indemnified, hold the other Party in full Seller and its Affiliates harmless against all costsand any: 9.2.1 Environmental Liabilities; and/or 9.2.2 Decommissioning Liabilities, expensesirrespective of when such liabilities are or were incurred, damages and losses regardless of whosoever is or was a licensee under the Licence or party under the JOA or the UOA or other relevant Licence Document. 9.3.1 If any person not a party to this Agreement (whether direct or indirecta “Third Party”) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by shall notify a Party (the other in “Indemnified Party”) with respect of any breach of clause 6 (Confidentiality) or to any claim that the use Third Party intends to bring or has brought (a “Third Party Claim”) which gives rise to a claim for indemnification against the other Party (the “Indemnifying Party”) under Clause 9.2, then the Indemnified Party shall promptly (and in any event within twenty (20) Business Days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing, giving reasonably detailed particulars (including copies of all correspondence and relevant documentation) of the Third Party Claim. 9.3.2 The Indemnifying Party or its nominee will have the right to (and shall, if so requested in writing by the Indemnified Party) assume and conduct the defence of the Third Party Claim at its sole cost provided that the Indemnifying Party will not consent to the entry of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, judgment or enter into any agreement or compromise in relation settlement with respect to the matter in respect of which it seeks to be indemnified Third Party Claim without the prior written consent of the indemnifying Indemnified Party (not to be withheld unreasonably) unless: (a) the judgment or proposed settlement involves only the payment of money damages (or other satisfaction of liability under such judgment or settlement) and does not impose any injunction or other equitable relief upon the Indemnified Party; and (b) the Indemnifying Party pays to the Indemnified Party a sum equal to, or the monetary equivalent of (as determined in paragraph (a) above), the liability of the Indemnified Party under such judgement or settlement. 9.3.3 Unless and until an Indemnifying Party assumes the defence of the Third Party Claim as provided in Clause 9.3.2, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably deems appropriate at the cost of the Indemnifying Party. 9.3.4 The Party conducting the defence of the Third Party Claim shall provide the other Party with reasonably frequent reports regarding the progress of any Third Party Claim and will take reasonable account of any representations made by the other Party in relation to any Third Party Claim. 9.3.5 Notwithstanding Clause 9.3.3, in no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld or delayed); and. (c) allow 9.4 Subject to Clause 9.3, any amount to be paid pursuant to the indemnifying Party to have conduct foregoing indemnities in this Clause 9 shall be paid within thirty days of the proceedings relating to Indemnifying Party receiving written notification from the indemnity (and cooperate with the indemnifying Indemnified Party in relation to all that such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do soan amount is payable.

Indemnities. 12.1 16.1 Where a provision of this Agreement provides, or the Licensee Parties otherwise agree, that one party (Party A) should indemnify another party (Party B) (an “Indemnity”), any claims under that Indemnity shall be made by Party B (an “Indemnity Claim”) in accordance with this clause 16. 16.2 Each Indemnity sets out the circumstances in respect of which Party will A must indemnify Party B (the “Indemnified Matter” and the losses in respect of which Party A must indemnify, and keep indemnified, the other Party in full against all costsB, expenses, damages and losses (whether direct or indirect) including if any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect such Indemnified Matter arises are “Indemnified Losses”). 16.3 As soon as reasonably practicable after becoming aware of any breach of clause 6 (Confidentiality) or any claim matter that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation is likely to give rise to any claim to be indemnified under this clause 12 or elsewhere in this Delegation AgreementIndemnity Claim, the indemnified Party shall: (a) as soon as is reasonably practicable B shall give written notice of that matter fact to Party A. 16.4 Party B shall have conduct of any action which needs to be taken in relation to any Indemnified Matter that is, or is anticipated to be, the indemnifying Partysubject of an Indemnity Claim, specifying in reasonable detail provided that Party B must ensure that (subject to appropriate arrangements to maintain confidentiality and, if appropriate, privilege): (a) reasonably frequent reports are provided to Party A regarding the nature progress of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incursany Indemnified Matter; (b) Party A is provided with copies of all material correspondence and documentation relating to the Indemnified Matter; (c) reasonable requests by Party A are considered and, at Party B’s discretion, taken into account or implemented by Party B; and (d) no settlement or admission (including any failure to appeal or decision not make to do so) is agreed or made between Party B and any admission of liability, or enter into any agreement or compromise third party in relation to the matter in respect of which it seeks to be indemnified any Indemnified Matter without the prior written consent of the indemnifying Party (A, such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

Indemnities. 12.1 Each Party will indemnifya. ▇▇▇▇ agrees to indemnify and hold harmless CLIENT from, and keep indemnifiedreimburse CLIENT for, the other Party in full against any and all claims, demands, losses, causes of action, damages, lawsuits, judgments, liabilities, costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC expenses arising as a result of or in connection with the RSB's performance (a) any breach by INGU of its obligations under this Delegation Agreementthe Contract and these Standard Service Terms and Conditions, and (b) any infringement of any patent, copyright, trademark, trade secret or other proprietary rights as a result of INGU providing the Services. 12.3 In relation b. CLIENT agrees to indemnify and hold harmless INGU from, and reimburse INGU for, any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreementand all claims, the indemnified Party shall: demands, losses, causes of action, damages, lawsuits, judgments, liabilities, costs, and expenses arising as a result of (a) as soon as is reasonably practicable give written notice any breach by CLIENT of that matter to its obligations under the indemnifying PartyContract and these Standard Service Terms and Conditions, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission material supplied by CLIENT to INGU and used as expressly authorized by CLIENT, (c) any rights or licenses granted by CLIENT to INGU, and (d) any infringement of liabilityany patent, copyright, trademark, trade secret or enter into other proprietary rights as a result of INGU’s compliance with CLIENT's designs, specifications or instructions or inclusion in a deliverable of any agreement material provided by or through CLIENT. c. The Party seeking indemnification (the "Indemnified Party") agrees the obligation of other Party (the "Indemnifying Party") to indemnify is conditioned upon the following: i. The Indemnified Party shall notify the Indemnifying Party in writing promptly but no later than thirty (30) calendar days from the date the Indemnified Party knew or should have known of the potential of any claim, action or demand for which indemnity is claimed; ii. The Indemnifying Party, at its option, shall have complete control of the defense and all negotiations for any settlement of any claim, action or demand for which indemnity is claimed; no settlement or compromise in relation to the matter in respect of which it seeks to an indemnified claim shall be indemnified made without the prior written consent of the indemnifying Party (Indemnified Party, such consent not to be unreasonably withheld withheld, conditioned, or delayed); and (c) allow iii. The Indemnified Party shall provide the indemnifying Indemnifying Party with reasonable cooperation in the defense and settlement process as the Indemnifying Party may request. The Indemnified Party shall have the right to have conduct participate in the defense against the indemnified claims with counsel of the proceedings relating to the indemnity (its choice and cooperate with the indemnifying at its own expense. The Indemnified Party in relation to all such proceedingsmay assume sole control of its defense, at the indemnifying Indemnifying Party's costs) and ’s expense, if the indemnifying Indemnifying Party shall at its sole discretion decide what action (fails or refuses to defend the Indemnified Party or, if any) having agreed to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not the Indemnifying Party, fails to do soso vigorously.

Indemnities. 12.1 Each Party will indemnify(a) Without limiting any other rights that the Buyer or its assigns may have hereunder or under applicable law, each of the Originators hereby agrees to indemnify (and keep indemnifiedpay upon demand to) and hold harmless the Buyer and its assigns, the other Party in full officers, directors, agents and employees (each, an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expensesexpenses and for all other amounts payable, damages including reasonable attorneys’ fees (which attorneys may be employees of the Buyer or any such assign) and losses disbursements (whether direct or indirectall of the foregoing being collectively referred to as “Indemnified Amounts”) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred by any of them arising out of or paid as a result of this Agreement or the acquisition, either directly or indirectly, by the other Buyer of an interest in the Receivables, or any Collections or Related Security with respect thereto, excluding, however: (i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence, bad faith or willful misconduct on the part of the Indemnified Party seeking indemnification; (ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (iii) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the acquisition by the Administrative Agent of Receivables under the RPA as a loan or loans by the Administrative Agent to the Buyer secured by, among other things, the Receivables, the Related Security and the Collections; provided, however, that nothing contained in this sentence shall limit the liability of any breach Originator or limit the recourse of clause 6 the Buyer or its assigns to any applicable Originator for amounts otherwise specifically provided to be paid by such Originator under the terms of this Agreement. (Confidentialityb) Without limiting the generality of the foregoing indemnification, each of the Originators shall indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Receivables) relating to or resulting from: (i) any representation or warranty made by such Originator (or any claim officers of such Originator) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by such Originator pursuant hereto or thereto that shall have been false or incorrect when made or deemed made; (ii) failure by such Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the use nonconformity of any intellectual property by either PartyReceivable or Contract related thereto with any such applicable law, as permitted by clause 13 rule or regulation or any failure of such Originator to keep or perform any of its obligations, express or implied, with respect to any Contract; (Intellectual Property Rightsiii) belowany failure of such Originator to perform its duties, infringes covenants or other obligations in accordance with the intellectual property provisions of this Agreement or any third party.other Transaction Document; 12.2 The RSB will indemnify(iv) any products liability, and keep indemnifiedpersonal injury or damage, the FRC in full against all costs, expenses, damages and losses (whether direct suit or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable; (v) any Dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim made against resulting from the FRC sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or service; (vi) the commingling of Collections of Receivables at any time with other funds; (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of any purchase hereunder, the ownership of the Receivables or any other investigation, litigation or proceeding relating to such Originator in which any Indemnified Party becomes involved as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurstransactions contemplated hereby; (bviii) not make any admission of liability, or enter into inability to litigate any agreement or compromise in relation to the matter claim against any Obligor in respect of any Receivable as a result of such Obligor’s being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any Termination Event described in Section 5.1(c); (x) any failure to vest and maintain vested in the Buyer, or to transfer to the Buyer, legal and equitable title to, and ownership of, the Receivables and the Collections, and all of such Originator’s right, title and interest in the Related Security associated with the Receivables, in each case, free and clear of any Adverse Claim other than Permitted Liens; (xi) the failure to have filed, or any delay in filing, financing statements, financing statement amendments or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of purchase or at any subsequent time; (xii) any action or omission by such Originator which it seeks to be indemnified without materially reduces or impairs the prior written consent rights of the indemnifying Party (Buyer or its assigns with respect to any Receivable or the value of any such consent not to be unreasonably withheld or delayed)Receivable; and (cxiii) allow the indemnifying Party any attempt by any Person to have conduct void any transfer of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring Receivables hereunder under statutory provisions or defend any such proceedings if it decides in its sole discretion not to do socommon law or equitable action.

Indemnities. 12.1 Each Party will indemnify9.1 VerifyEd shall defend the Client, at VerifyEd’s expense, against any claims made or brought against the Client by a third party alleging that the Client’s use of the Platform or any Additional Services infringes any IP, and keep indemnified, shall indemnify the other Party in full Client against all liabilities, costs (including reasonable legal costs), damages and losses finally awarded by a court of competent jurisdiction or agreed to in a written settlement agreement signed by VerifyEd in connection with such claims. 9.2 The Client shall indemnify VerifyEd against all liabilities, costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against costs) suffered or incurred or paid by VerifyEd in relation to any claims brought against VerifyEd by a third party in relation to: (a) the information provided by the other in respect Client to VerifyEd; (b) the Client’s use of any breach the Platform and the Additional Services; and (c) misuse of clause 6 (Confidentiality) the Platform and the Additional Services whether by the Client or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses party (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid authorised by the FRC Client or as a result of any neglect or lack of care in connection with any claim made against the FRC arising as a result management of or in connection with the RSB's performance of its obligations under this Delegation AgreementClient’s user accounts on the Platform). 12.3 In relation 9.3 If either party (Indemnifying Party) is required to any claim to be indemnified indemnify the other party (Indemnified Party) under this clause 12 or elsewhere in this Delegation Agreement9, the indemnified Indemnified Party shall: (a) as soon as is reasonably practicable give written notice notify the Indemnifying Party in writing of that matter any claim against it in respect of which it wishes to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incursrely (Claim); (b) not make allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the Claim, provided that the Indemnifying Party shall obtain the Indemnified Party's prior approval of any admission of liabilitysettlement terms, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent approval not to be unreasonably withheld or delayed)withheld; (c) provide the Indemnifying Party with such reasonable assistance regarding the Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of any costs incurred by the Indemnified Party; and (cd) allow not, without prior consultation with the indemnifying Party to have conduct of the proceedings Indemnifying Party, make any admission relating to the indemnity (Claim or attempt to settle it, provided that the Indemnifying Party considers and cooperate with the indemnifying Party defends any Claim diligently, using competent counsel and in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall a way as not be obliged to bring the reputation of the Indemnified Party into disrepute. 9.4 If the use of the Platform or defend any such proceedings if it decides Additional Services is, or in its VerifyEd’s sole discretion not opinion is likely to do sobecome, subject to a claim as specified in clause 9.1, VerifyEd shall be entitled to: (a) replace the Platform or the Additional Services, as relevant, with functionally equivalent non-infringing technology; (b) obtain a license for Client’s continued use of the Platform or the Additional Services, as relevant; or (c) terminate this Agreement and/or any relevant Order and refund the Client for any Fees that have been paid in advance for the remainder of the relevant term, calculated from the date of termination.

Indemnities. 12.1 Each Party will indemnifyAmberjack shall indemnify and shall keep indemnified the Client against any and all liabilities, damages, losses, costs and keep indemnified, the other Party expenses (including legal expenses and amounts reasonably paid in full against all costs, expenses, damages and losses (whether direct or indirectsettlement of legal claims) including any interest, penalties, and any reasonable legal and other professional fees awarded against suffered or incurred or paid by the other in respect Client and arising directly or indirectly as a result of any breach of clause 6 (Confidentiality) or any claim made by a third party that the Client’s use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, the Amberjack Technology Solution in accordance with this Agreement infringes the intellectual property rights or other rights of any third party (an "Amberjack Indemnity Event"). The Client shall indemnify and shall keep indemnified Amberjack against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by Amberjack and arising directly or indirectly as a result of: any claim made by a third party that Amberjack’s use of the Client System in accordance with this Agreement infringes the Intellectual Property Rights or other rights of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct ; or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid use of Third Party Services as instructed by the FRC Client and in accordance with this Agreement, (a ”Client Indemnity Event”). The obligation on one Party (the “Indemnifying Party”) to indemnify the other Party (the “Indemnified Party”) pursuant to an Amberjack Indemnity Event or a Client Indemnity Event, as a result the case may be, (each an “Indemnity Event”) shall be conditional upon the Indemnified Party: notifying the Indemnifying Party upon becoming aware of an actual or potential Indemnity Event; providing to the Indemnifying Party all such assistance as may be reasonably requested by the Indemnifying Party in connection relation to the Indemnity Event; allowing the Indemnifying Party the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Indemnity Event; and not admitting liability to any claim made against the FRC arising as a result of or third party in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to Indemnity Event or settle any claim to be indemnified under this clause 12 disputes or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter proceedings involving a third party and relating to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified Indemnity Event without the prior written consent of the indemnifying Party (such consent Indemnifying Party. The indemnity protection set out in this Clause 18 shall be subject to the limitations and exclusions of liability set out in this Agreement. Nothing in this Agreement will limit or exclude any liability for death or personal injury resulting from negligence, for fraud or fraudulent misrepresentation or any other kind of liability that under applicable law cannot be limited or excluded. The limitations and exclusions of liability set out in this Clause 19 and elsewhere in this Agreement: are subject to be unreasonably withheld Clause 19.1; and govern all liabilities arising under this Agreement or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity subject matter of this Agreement, including liabilities arising in contract, in tort (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costsincluding negligence) and for breach of statutory duty, except to the indemnifying extent expressly provided otherwise in this Agreement. Neither Party shall at its sole discretion decide what action (if any) be liable to take the other Party in respect of any losses arising out of a Force Majeure Event, any loss of profits, revenue, income, anticipated savings, use or production, business, contracts or opportunities, or any special, indirect or consequential loss or damage. Neither Party shall be liable to the other Party in respect of any loss or corruption of any data, database or software, except that this exclusion of liability shall not apply where such matter and loss or corruption arises from a breach of a Party’s obligations under the Data Processing Schedule. Amberjack shall not be obliged liable to bring the Client in respect of any loss or defend damage arising out of: Amberjack’s use of Third Party Services as instructed by the Client and in accordance with this Agreement; the acts or omissions of any Third Party Services provider; the acts or omissions of any third party in connection with use of the Client System; the Client’s failure to perform any of its obligations under this Agreement; or the causes set out in Paragraph 5.2 of the Data Processing Schedule. The maximum aggregate liability of Amberjack to the Client under this Agreement shall not exceed: subject to Clause 19.6(b), an amount equivalent to the total amount paid by the Client to Amberjack under this Agreement in the 12 month period preceding the commencement of the event or events giving rise to the liability in question; in respect of any liability due to any breach of Clauses 12 (Confidentiality) or 15 (Data processing) or under the indemnity in Clause 18.1 and the indemnity in Paragraph 5.3 of the Data Processing Schedule, £[500,000] If a Force Majeure Event gives rise to a failure or delay in either Party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event. A Party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that Party performing any obligation under this Agreement, must: promptly notify the other; and inform the other of the period for which it is estimated that such proceedings if it decides in failure or delay will continue. A Party whose performance of its sole discretion not obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to do somitigate the effects of the Force Majeure Event.

Indemnities. 12.1 Each Party 8.1. Decidable will indemnifyindemnify the Customer from and against any and all losses, and keep indemnifieddamages, the other Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interestclaims, penalties, fines, costs and any expenses (including reasonable external legal and other professional fees expenses) suffered or incurred by or awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of Customer arising from any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct party claims or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC actions as a result of or in connection with any claim made breach by Decidable of clause 3.2. 8.2. The Customer will indemnify Decidable from and against the FRC any and all losses, damages, claims, penalties, fines, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against Decidable arising from any third party claims or actions as a result of or in connection with any breach by the RSB's performance Customer of its obligations under this Delegation Agreementclause 4.6. 12.3 In relation to 8.3. Each Party will fully indemnify the other from and against any claim to be indemnified under this clause 12 and all losses, damages, claims, penalties, fines, costs and expenses (including reasonable external legal expenses) suffered or elsewhere incurred by or awarded against the other as a result of or in this Delegation Agreement, the indemnified Party shallconnection with: (a) as soon as is reasonably practicable give written notice any breach by the other of that matter to clause 9 (Confidentiality); and (b) any breach by the other of clause 5 / Schedule 1 (Data Protection). 8.4. In all cases the indemnified party agrees to: (a) promptly notify the indemnifying Partyparty of any allegation of infringement or other claim that may give rise to reliance on an indemnity, specifying in which comes to its attention, and give the indemnifying party all reasonable detail assistance subject to reimbursement by the nature indemnifying party of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incursindemnified party’s costs so incurred; (b) not to make any admission admission, settle, compromise or negotiate the settlement of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified such claim without the prior written consent of the indemnifying Party party (such consent not to be unreasonably withheld or delayed)withheld) provided that the indemnifying party considers and defends any claim diligently, using competent counsel and in such a way as not to bring the reputation of the indemnified party into disrepute; and (c) allow the indemnifying Party party to have conduct of the proceedings relating to the indemnity (and cooperate with settle all negotiations and proceedings, save that the indemnifying Party party may not conclude settlement of any negotiations and proceedings which may have a material effect (whether financial, practical or in relation to all such proceedings, at terms of reputation) on the indemnifying Party's costs) and indemnified party without the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall indemnified party’s prior written consent which will not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do sounreasonably withheld.

Indemnities. 12.1 Each Party will Subject to the limitations set forth in this Section 11(e) below, Tenant shall defend, protect, indemnify, and keep indemnified, hold harmless the other Party in full Landlord Parties from and against all costsclaims, expenseslosses, damages and losses (whether direct or indirect) including any interestdemands, liabilities, actions, penalties, judgments, damages, costs and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) suffered or imposed upon or against any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of Landlord Party arising from or in connection with (1) the negligence or willful misconduct of Tenant or any claim made against person claiming by, through or under any Tenant Party, (2) any occurrence in the FRC arising Premises, or (3) the installation, operation, maintenance, repair or removal of any property of any Tenant Party located in or about the Project, including Tenant’s Off-Premises Equipment, if any, and (4) any breach by Tenant of any representation, covenant or other term contained in this Lease, whether occurring before, during or after the expiration of the Term. The foregoing indemnity is intended to apply regardless of any active or passive negligence or fault of the Landlord Parties, even when Landlord or its representatives and agents are jointly, comparatively, contributively, or concurrently negligent with Tenant, and regardless of whether liability without fault or strict liability may be imposed upon the Landlord Parties; however, with respect to Landlord or any Landlord Party, Tenant’s obligations hereunder shall not apply (i) to the extent any Claim arises from the negligence or willful misconduct of any Landlord Party and is not for any reason (other than Tenant’s failure to carry the insurance required under Section 11(a) above) paid for by the insurance required to be carried by Tenant hereunder, or (ii) to the extent such obligations are prohibited by applicable Law. Notwithstanding the foregoing, in the event of the concurrent negligence of any of the Tenant Parties on the one hand and that of any of the Landlord Parties on the other hand, which concurrent negligence results in injury or damage to persons or property and relates to the construction, alteration, repair, addition to, subtraction from, improvement to or maintenance of the Premises, Common Areas or any other portion of the Project, Tenant’s obligation to indemnify the Landlord Parties as a result set forth in this Section 11(e) shall be limited to the extent of or Tenant’s negligence, and that of the Tenant Parties, including Tenant’s proportional share of costs, attorneys’ fees, and expenses incurred in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 Claims arising from such injury or elsewhere in this Delegation Agreementdamage. Landlord shall defend, protect, indemnify, and hold harmless Tenant and Tenant’s agents, officers, directors, employees, and contractors (collectively, the indemnified Party shall: “Tenant Parties”) from and against all Claims incurred by or on behalf of any person, entity, or governmental authority occasioned by or arising out of: (a) as soon as is reasonably practicable give written notice injuries occurring in the Common Areas or any other portion of that matter the Building outside the Premises to the indemnifying Party, specifying extent the same is covered by insurance carried by Landlord under the terms of this Lease the cost of which is included in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; Operating Costs; (b) not make any admission intentional conduct or negligence of liabilityLandlord or Landlord’s agents, employees, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed)independent contractors; and (c) allow any breach by Landlord of any representation, covenant or other term contained in this Lease, whether occurring before, during or after the expiration of the Term. Landlord’s indemnity shall not apply to the extent of the negligence or willful misconduct of Tenant or any person claiming by, through or under any Tenant Party. This indemnity shall survive termination of this Lease only as to claims arising out of events that occur prior to termination of the Lease. The indemnities set forth in this Lease shall survive termination or expiration of this Lease and shall not terminate or be waived, diminished or affected in any manner by any abatement or apportionment of Rent under any provision of this 27 Second & Spring Avalara, Inc. Lease. If any proceeding is filed for which indemnity is required hereunder, the indemnifying Party party agrees, upon request therefor, to have conduct of defend the proceedings relating to the indemnity (and cooperate with the indemnifying Party indemnified party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall proceeding at its sole discretion decide what action (cost utilizing counsel reasonably satisfactory to the indemnified party. The indemnities set forth herein are intended to specifically cover actions brought by the indemnifying party’s own employees. Such indemnities are specifically and expressly intended to constitute waivers by the indemnifying party of its immunity, if any) , under Washington’s Industrial Insurance Act (Title 51 RCW, as amended, and under any substitute or replacement statute), to take in respect the extent necessary to provide the other party with a full and complete indemnity from claims made by the indemnifying party and its employees, to the extent provided herein. This waiver and agreement was specifically negotiated by Landlord and Tenant and is solely for the benefit of such matter Landlord and shall Tenant and their successors and assigns and is not be obliged to bring or defend intended as a waiver of Tenant’s rights of immunity under said industrial insurance for any such proceedings if it decides in its sole discretion not to do soother purpose.

Indemnities. 12.1 Each (a) Without limiting any other rights which any Indemnified Party will indemnifymay have hereunder or under applicable Law, the Borrower hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, liabilities and actual and verifiable out of pocket expenses (including reasonable fees and disbursements of outside counsel) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, or relating to, or in connection with, (1) any representation or warranty made by the Borrower (or any of its Responsible Officers) under this Agreement or under the Transaction Documents which shall have been incorrect in any material respect when made, without giving effect to any clauses therein relating to materiality or Material Adverse Effect, (2) a failure of the Borrower to perform or observe its covenants or other obligations under this Agreement or the Transaction Documents, without giving effect to any clauses therein relating to materiality or Material Adverse Effect, (3) any action, or failure to act, by the Borrower that would result in the failure to vest and maintain in favor of the Borrower, legal and equitable title to, and keep indemnifiedownership of, the other Party in full against all costsFilm Rights (including for each Completed Film), expensesfree and clear of any Adverse Claim, damages and losses (whether direct or indirect4) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid action by the Borrower that would result in the failure to vest and maintain in the Borrower a first priority perfected security interest in any of the Collateral under the Master Distributor Security Agreement, free and clear of any Adverse Claim other than Permitted Liens, (5) any action by the Borrower that would result in the failure to vest and maintain in the Collateral Agent a first priority perfected security interest in any of the Collateral under this Agreement, free and clear of any Adverse Claim other than Permitted Liens, (6) the failure by the Borrower to comply with any applicable Law, or (7) any failure of the Borrower to pay when due any Taxes owed by it. Without limiting or being limited by the foregoing, the Borrower agrees to pay, on demand, to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any investigation, litigation or proceeding related to any of the matters referred to above in this Section 12.06 or any investigation, litigation or proceeding with respect to any action, or failure to act, by the Borrower under any of the Transaction Documents to which it is a party or any of the transactions contemplated thereby. Notwithstanding anything in this Section 12.06 to the contrary, the Borrower shall have no obligation to indemnify any Indemnified Party under this Section 12.06 in respect of any breach Indemnified Amounts to the extent resulting from the gross negligence or willful misconduct on the part of clause 6 such Indemnified Party. (Confidentialityb) or any claim that Promptly after receipt by an Indemnified Party of notice of the use commencement of any intellectual property by either Partyaction or proceeding involving a claim referred to in subsection (a) above, as permitted by clause 13 (Intellectual Property Rights) belowsuch Indemnified Party shall, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC if a claim in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim respect thereof is to be made against the FRC arising as a result Borrower under such subsection (a), promptly give notice to the Borrower of the commencement of such action or in connection with proceeding; provided, however, that the RSB's performance failure of such Indemnified Party to give any such notice shall not (i) relieve the Borrower of its obligations under this Delegation Agreement. 12.3 In relation such subsection (a), except to any claim the extent that such failure results in the forfeiture of rights or defenses and the Borrower incurs an increased obligation to be indemnified such Indemnified Party under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: such subsection (a) as soon as on account of such failure, and (ii) in any event relieve the Borrower from any liability with respect to such Indemnified Party which the Borrower may have otherwise on account of this Agreement or any other Transaction Document. If any such action or proceeding is reasonably practicable give written notice of that matter to the indemnifying brought against any Indemnified Party, specifying unless in the reasonable detail opinion of counsel for such Indemnified Party a conflict of interest between such Indemnified Party and the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter Borrower may exist in respect of which it seeks such action or proceeding and representation of both would be inappropriate, the Borrower shall be entitled to be indemnified participate in and to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Party. The Borrower shall not, without the prior written consent of such Indemnified Party, effect any settlement of any such pending or threatened action or proceeding, unless such settlement includes (x) an unconditional release of the indemnifying Indemnified Party from all liability on claims that are the subject matter of such action or proceeding, (y) no admission or acknowledgment of culpability or wrongdoing by such consent not Indemnified Party and (z) no provision for any nonmonetary relief to any Person to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all performed by such proceedings, at the indemnifying Indemnified Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

Indemnities. 12.1 Each Party will indemnify, and keep indemnified, the other Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shallIf either: (a) as soon as is reasonably practicable give written notice Company receives a claim from a third party that either Google’s or any Google Group Company’s technology used to provide the Services or, where Company has ordered the Search Services and/or AdSense Services, any Google Brand Feature infringe(s) any Intellectual Property Rights of that matter third party; or (b) Google receives a claim from a third party that the Company Content, Site and/or Approved Client Application (if any) infringe(s) any Intellectual Property Rights of that third party or a claim from a Company Partner relating to any use of, or access to, the indemnifying ADX Services, or the implementation or display of Ads on a Site of a Company Partner; (in each case, an “IP Claim”) then the party which received such IP Claim (the “Recipient”) will: (i) promptly notify the other party; (ii) provide the other party with reasonable information, assistance and cooperation in responding to and, where applicable, defending such IP Claim; and (iii) give the other party full control and sole authority over the defence and settlement of such IP Claim. The Recipient may appoint its own supervising counsel of its choice at its own expense. 12.2 Provided the Recipient complies with clause 12.1(i) to (iii) and subject (if applicable) to clause 12.3, the party notified in accordance with clause 12.1(i) (the “Indemnifying Party”) will accept full control and sole authority over the defence and settlement of such IP Claim and will indemnify the Recipient against all damages and costs awarded for such IP Claim, specifying settlement costs approved in writing by the Indemnifying Party in relation to such IP Claim, reasonable detail legal fees necessarily incurred by the nature Recipient in relation to such IP Claim and reasonable costs necessarily incurred by the Recipient in complying with clause 12.1(i) to (iii). 12.3 Google will not have any obligations or liability under this clause 12 in relation to any IP Claim arising from any: (a) use of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incursServices or Google Brand Features in a modified form or in combination with materials not furnished by Google; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and[***] Google Confidential AVG – GSA - EXECUTION (c) allow the indemnifying Party [***] (d) acts or omissions by Company Partner. 12.4 Google may [***] suspend Company’s use of any Services or Google Brand Features in any territory(ies) which are alleged, or believed by Google, to have conduct infringe any third party’s Intellectual Property Rights in such territory(ies), or to modify such Services or Google Brand Features to make them non-infringing. If any suspension of Services under this clause continues for more than [***], Company may, at any time until use of the proceedings relating to applicable Services is reinstated, terminate the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take applicable Agreement in respect of such matter the relevant territory(ies) immediately upon written notice. [***] 12.5 This clause 12 states the parties’ entire liability and shall not be obliged exclusive remedy with respect to bring or defend any such proceedings if it decides in its sole discretion not to do soinfringement of a third party’s Intellectual Property Rights.