Common use of Indemnity Procedure Clause in Contracts

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. . (a) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty thirty (6030) Business Days calendar days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. . (b) The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwiseinappropriate. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party Party, proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. . (c) The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that there is no dispute as to the applicability of indemnification, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement The Seller is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. ". (a) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. . (b) The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwiseinappropriate. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. . (c) The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that there is no dispute as to the applicability of indemnification, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”". An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A Promptly after receipt by an indemnified party under Section 9(d) or parties hereto agreeing (e) of notice of the commencement of an action or claim to which either such Section may apply, the indemnified party shall notify the indemnifying party in writing of the commencement of such action or claim if a claim for indemnification in respect of such action or claim may be responsible for or made against the indemnifying party under either such Section; but the omission so to indemnify against any matter pursuant to this Agreement is referred to herein as notify the “Indemnifying Party” and indemnifying party shall not relieve the other indemnifying party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of from any liability which might give rise the indemnifying party may have to a the indemnified party under either such Section (except where such omission shall have materially prejudiced the indemnifying party) or otherwise. In case any such action or claim for indemnity under this Agreement within sixty (60) Business Days shall be brought against an indemnified party and the indemnified party shall notify the indemnifying party of the receipt commencement of any written such action or claim, the indemnifying party shall be entitled to participate in such action or claim from any such third partyand, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent that the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its electionindemnifying party may desire, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct assume the defense of such action or claim through with counsel of its choosing (subject selected by the indemnifying party and approved by the indemnified party. After notice from the indemnifying party to the Indemnified Partyindemnified party of the indemnifying party’s approval election so to assume the defense of such counselaction or claim, which approval the indemnifying party shall not be unreasonably withheld liable to the indemnified party for any legal, accounting, and other fees and expenses subsequently incurred by the indemnified party in connection with the defense of such action or delayed)claim other than reasonable costs of investigation. Notwithstanding any provision of this Section 9(e) to the contrary, if in any action or claim as to which indemnity is or may be available an indemnified party shall determine that its interests are or may be adverse, in whole or in part, to the interests of the indemnifying party or that there may be legal defenses available to the indemnified party which are or may be different from, in addition to, or inconsistent with the defenses available to the indemnifying party, the indemnified party may retain its own counsel in connection with such action or claim, in which case the indemnified party shall be solely responsible for any legal, accounting, and other fees and expenses reasonably incurred by or on behalf of it in connection with investigating or defending such action or claim. In no event shall an indemnifying party be liable for the fees and expenses of more than one counsel for all indemnified parties in connection with any one action or claim or in connection with separate but similar or related actions or claims in the same jurisdiction arising out of the same general allegations. An indemnifying party shall not be liable for a settlement of any such defense and action or claim effected without its written consent, but if any such action or claim shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation settled with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of an indemnifying party or if there shall be a final judgment for the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting plaintiff in any such claim in good faithaction or claim, the Indemnified Party may pay or settle such claim only at its own expense indemnifying party shall indemnify, hold harmless, and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Partydefend an indemnified party from and against any loss, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such electionliability, or having made expense in accordance with this Section 9 by reason of such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense settlement or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” "INDEMNIFYING PARTY" and the other party or parties claiming indemnity is referred to as the “Indemnified Party”"INDEMNIFIED PARTY". An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A Promptly after receipt by an indemnified party under Section 11(b) of notice of the commencement of an action or parties hereto agreeing claim to which either such Section may apply, the indemnified party shall notify the indemnifying party in writing of the commencement of such action or claim if a claim for indemnification in respect of such action or claim may be responsible for or made against the indemnifying party under either such Section; but the omission so to indemnify against any matter pursuant to this Agreement is referred to herein as notify the “Indemnifying Party” and indemnifying party shall not relieve the other indemnifying party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of from any liability which might give rise the indemnifying party may have to a the indemnified party under either such Section (except where such omission shall have materially prejudiced the indemnifying party) or otherwise. In case any such action or claim for indemnity under this Agreement within sixty (60) Business Days shall be brought against an indemnified party and the indemnified party shall notify the indemnifying party of the receipt commencement of any written such action or claim, the indemnifying party shall be entitled to participate in such action or claim from any such third partyand, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent that the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its electionindemnifying party may desire, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct assume the defense of such action or claim through with counsel of its choosing (subject selected by the indemnifying party and approved by the indemnified party. After notice from the indemnifying party to the Indemnified Party’s approval indemnified party of the indemnifying party's election so to assume the defense of such counselaction or claim, which approval the indemnifying party shall not be unreasonably withheld liable to the indemnified party for any legal, accounting, and other fees and expenses subsequently incurred by the indemnified party in connection with the defense of such actions or delayed)claim other than reasonable costs of investigation. Notwithstanding any provision of this Section 11(d) to the contrary, if in any action or claim in which both the indemnifying party and the indemnified party are named as parties and the defense of both parties gives rise to a conflict of interest, the indemnified party may retain its own counsel in connection with such action or claim, in which case the indemnifying party shall be solely responsible for any legal, accounting and other fees and expenses reasonably incurred by or on behalf of it in connection with investigating or defending such action or claim. In no event shall an indemnifying party be liable for the fees and expenses of more than one counsel for all indemnified parties in connection with any one action or claim or in connection with separate but similar or related actions or claims in the same jurisdiction arising out of the same general allegations. An indemnifying party shall not be liable for a settlement of any such defense and action or claim effected without its written consent, but if any such action or claim shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation settled with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of an indemnifying party or if there shall be a final judgment for the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting plaintiff in any such claim in good faithaction or claim, the Indemnified Party may pay or settle such claim only at its own expense indemnifying party shall indemnify, hold harmless, and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Partydefend an indemnified party from and against any loss, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such electionliability, or having made expense in accordance with Section 6 by reason of such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense settlement or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” The obligations of ASLAN and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party ALMIRALL under this Agreement Section 11 shall be subject to the following terms and conditions: (i) The Party claiming a right to indemnification shall, with respect to claims asserted against such party by within […***…] of receipt of any third party, Claim give written notice to the Indemnifying Party indemnifying Party, of any liability such Claim received from a Third Party which might give rise to a claim for is governed by the indemnity under obligations of this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third partyAgreement, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to timely give the notice provided in this Section shall not be a defense to the liability of the Indemnified Party for such Claim, but the Indemnified Party may recover actual damages arising from the Indemnified Party’s failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudicedtimely notice. ***Confidential Treatment Requested (ii) The Indemnifying indemnifying Party shall have the rightconduct, at its electionown sole cost and expense, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of any and all such claim through counsel of its choosing Claims by a Third Party. (subject iii) Neither Party shall settle or admit Liability with respect to any such Claims which could result in Liability to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying other Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the prior written consent of the Indemnified Party (other Party, which consent shall not be unreasonably withheld or delayed). So long as . (iv) If the Indemnifying indemnifying Party is diligently contesting does not take the steps necessary against any such claim in good faithClaims by a Third Party, the Indemnified Party claiming indemnification may pay defend against or settle such claim only at its own expense and Claims in such manner as it may deem appropriate provided that that Party may not settle such Claims without the Indemnifying prior written consent of the indemnifying Party will which consent shall not be responsible for unreasonably withheld or delayed; however, the fees defense and/or settlement under this Section 11 shall not act as a waiver of separate legal counsel rights to indemnification under this Agreement, or any other rights or remedies of a Party claiming indemnification and shall not excuse the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties indemnifying Party from its obligations hereunder and all reasonable costs and expenses incurred by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such claiming indemnification shall be paid subject to indemnity by the Indemnifying indemnifying Party; and, (v) Each Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior will offer reasonable assistance to the date that other Party in defending or settling the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoingClaim, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis including by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partymaking available relevant documents and witnesses.

Indemnity Procedure. A party (a) As soon as reasonably possible after a Party entitled to indemnity or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the a defense (“Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party ) is notified of any liability which might give rise to a claim for indemnity under this Agreement Damages within sixty (60) Business Days the scope of the receipt indemnity, defense and hold harmless obligations of any written claim from any such third partythe other party (“Payer Party”), but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to shall notify the Indemnifying Payer Party of any liability which might give rise to a claim for indemnity; providedthe same. However, however, that any the failure to give such notice timely notify the Payer Party of the Damages will not waive any rights of relieve the Indemnified Payer Party from its indemnity, defense and hold harmless obligations, except to the extent the rights Payer Party can demonstrate that the defense of the Indemnifying Party are materially prejudiced. Damages obligation was prejudiced by the failure to give timely notice. (b) The Indemnifying Payer Party shall have engage counsel at the right, at its election, Payer Party’s expense to take over the defense or settlement of such claim by giving written notice to defend the Indemnified Party at least fifteen (15) days prior to against any Damages within the time when an answer or other responsive pleading or notice with respect thereto is requiredscope of the indemnity, defense and hold harmless obligations. If the Indemnifying The Payer Party makes such election, it may conduct exclusively control the defense and settlement of such claim through counsel of its choosing (subject to the Damages, except that the Payer Party must obtain the Indemnified Party’s approval consent to any settlement if the settlement involves any relief other than the payment of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claimmoney. The Indemnifying Party shall not settle In any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faithcase, the Indemnified Party may pay or settle such claim only engage, at its own expense expense, its own separate counsel to participate in defending against the Damages and assist the Indemnifying defense counsel the Payer Party will not engages. (c) In addition to any other limitations contained in this Article 9, the obligations of the Parties to indemnify each other, as applicable, are subject to, and limited by, the following: The amount of any Damages sustained by an Indemnified Party and owed by a Payer Party shall be reduced by any amount received by such Indemnified Party with respect thereto under any insurance or reinsurance coverage, or any recovery from any judgment or settlement, or from any other Party alleged to be responsible for the fees of separate legal counsel therefor, less any costs associated with such efforts. The Indemnified Party shall use commercially reasonable efforts to the Indemnified Party, unless the named parties collect any amounts available under such insurance or reinsurance coverage and from such other Party alleged to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwisehave responsibility. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend receives an amount under insurance or reinsurance coverage or from such claim, then the Indemnified other Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to Damages sustained at any time subsequent to any indemnification actually paid pursuant to this Article 9, then, subject to the immediately preceding sentence, such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide promptly reimburse the applicable Payer Party for any such cooperation and indemnification payment made by such access to its books, records and properties (subject Paying Party up to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand actual amount so received by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”". An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Indemnified Party shall have the rightright to conduct and control, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to choosing, the Indemnified Party’s approval of such counseldefense, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense compromise or settlement of any third Person claim, action or suit against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnifying Party hereunder, and in any such case the claim. The Indemnifying Party shall not settle any cooperate in connection therewith and shall furnish such claim without prior notice to records, information and consultation with the Indemnified Partytestimony and attend such conferences, discovery proceedings, hearings, trials and no such settlement involving any equitable relief or which might have an adverse effect on appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, that the Indemnifying Party may be agreed participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnified Party has so elected to conduct and control the defense thereof; and provided, further, that the Indemnified Party shall not, without the written consent of the Indemnified Indemnifying Party (which written consent shall not be unreasonably withheld withheld), pay, compromise or delayed). So long as settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnifying Party is diligently contesting any shall fail, within 14 days after the making of such claim request, to acknowledge and agree in good faithwriting that, if such claim, action or suit shall be adversely determined, such Indemnifying Party has an obligation to provide indemnification hereunder to such Indemnified Party. Notwithstanding the foregoing, the Indemnified Party may pay shall have the right to pay, settle or settle compromise any such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Partyclaim, unless the named parties to any proceeding include both parties action or representation of both parties by the same counsel would be inappropriate suit without such consent, provided, that in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of event the Indemnified Party proceed diligently shall waive any right to defend indemnity therefor hereunder unless such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claimconsent is unreasonably withheld. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying PartyParty if such expenses are required to be paid pursuant to this Agreement. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such the notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such the claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such the election, it may conduct the defense of such the claim through counsel of its choosing (subject to the Indemnified Party’s approval of such the counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such the defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such the claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such the claim in good faith, the Indemnified Party may pay or settle such the claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such the election, or having made such the election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such the claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such the claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such the claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such the claim. The parties agree to cooperate in defending such the third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such the indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such the indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing (a) The Party entitled to be indemnification under this Article 10 (an “Indemnified Party”) shall notify the Party potentially responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as such indemnification (the “Indemnifying Party” and ”) within five (5) Business Days of becoming aware of any claim or claims asserted or threatened in writing against the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might could give rise to a claim for indemnity right of indemnification under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnityAgreement; provided, however, that any the failure to give such notice will shall not waive any rights relieve the Indemnifying Party of the Indemnified Party its indemnity obligation hereunder except to the extent the that such failure materially prejudices its rights of hereunder. (i) If the Indemnifying Party are materially prejudiced. The has acknowledged in writing to the Indemnified Party the Indemnifying Party’s responsibility for defending such claim, the Indemnifying Party shall have the rightright to defend, at its electionsole cost and expense, to take over the defense or settlement of such claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party may not enter into any compromise or settlement unless (i) such compromise or settlement includes as an unconditional term thereof, the giving written notice by each claimant or plaintiff to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with of a release from all liability in respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing claim; and (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on ii) the Indemnified Party may be agreed consents to without the written consent of the Indemnified Party (such compromise or settlement, which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting delayed unless such compromise or settlement involves (A) any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees admission of separate legal counsel to wrongdoing by the Indemnified Party, unless the named parties to (B) any proceeding include both parties or representation of both parties payment by the same counsel would be inappropriate in Indemnified Party that is not indemnified hereunder or (C) the reasonable opinion imposition of counsel to any equitable relief against the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such electionelect to assume control of the defense of a claim or if a good faith and diligent defense is not being or ceases to be materially conducted by the Indemnifying Party, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then shall have the Indemnified Party may (after written notice to the Indemnifying Party)right, at the expense of the Indemnifying Party, elect upon at least ten (10) Business Days’ prior written notice to take over the Indemnifying Party of its intent to do so, to undertake the defense of and proceed to handle such claim in its discretion and for the account of the Indemnifying Party shall be bound (with counsel reasonably selected by any defense the Indemnified Party and approved by the Indemnifying Party, such approval not unreasonably withheld or settlement delayed), provided, that the Indemnified Party may make in good faith shall keep the Indemnifying Party apprised of all material developments with respect to such claim. In connection therewith, claim and promptly provide the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense copies of any such claim. The parties agree to cooperate in defending such third party claims all correspondence and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid documents exchanged by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. (ii) The Indemnified Party may participate in, but not control, any defense or settlement of any applicable appeal periodclaim controlled by the Indemnifying Party pursuant to this Section 10.2 and shall bear its own costs and expenses with respect to such participation; provided, or however, that the Indemnifying Party shall bear such costs and expenses if earliercounsel for the Indemnifying Party shall have reasonably determined that such counsel may not properly represent both the Indemnifying and the Indemnified Party. (iii) The amount of any Damages for which indemnification is provided under this Article 10 will be reduced by the insurance proceeds received, five and any other amount recovered, if any, by the Indemnified Party in respect of any Damages. (5iv) days prior If an Indemnified Party receives an indemnification payment pursuant to this Article 10 and subsequently receives insurance proceeds from its insurer with respect to the date that damages in respect of which such indemnification payment(s) was made, the judgment creditor has Indemnified Party will promptly pay to the right Indemnifying Party an amount equal to execute the judgment; difference (if any) between (i) the sum of such insurance proceeds or other amounts received, and the indemnification payment(s) received from the Indemnifying Party pursuant to this Article 10 and (ii) the entry of an unappealable judgment or final appellate decision against amount necessary to fully and completely indemnify and hold harmless the Indemnified Party from and against such Damages. However, in no event will such refund ever exceed the Indemnifying Party; or (iii’s indemnification payment(s) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partyunder this Article 10.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as Party (the “Indemnifying Party” and Indemnitee”) that intends to claim indemnification under this Section 6 shall promptly notify the other party or parties claiming indemnity is referred to as Party (the “Indemnified PartyIndemnitor”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party ) of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third partyclaim, but not later than twenty (20) days prior to the date any answer demand, action or responsive pleading is due, and with respect to other matters proceeding for which the Indemnified Party may seek Indemnitee intends to claim such indemnification, give prompt written notice . The Indemnitor shall have the right to assume and control the Indemnifying Party of any liability which might give rise to a claim for indemnitydefense thereof with counsel selected by the Indemnitor; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party Indemnitee shall have the right, at right to retain its election, own counsel to take over participate in the defense or at Indemnitee’s own expense, subject to Indemnitor’s right to control the defense. The indemnity obligations under this Section 6 shall not apply to amounts paid in settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer any claim, demand, action or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no proceeding if such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to is effected without the prior express written consent of the Indemnified Party (Indemnitor, which consent shall not be unreasonably withheld or delayed). So long as The failure to deliver notice to the Indemnifying Party is diligently contesting Indemnitor within a reasonable time after notice of any such claim in good faithor demand, or the Indemnified Party may pay commencement of any such action or settle other proceeding shall not relieve such claim only at its own expense and the Indemnifying Party will not be responsible for the fees Indemnitor of separate legal counsel all liability to the Indemnified PartyIndemnitee under this Section 6 with respect thereto, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel but if such failure is prejudicial to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently Indemnitor’s ability to defend such claim, demand, action or other proceeding, and if such prejudice results in liabilities that may have been avoided or reduced if timely notice had been given, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense Indemnitor shall be relieved of said part of the Indemnifying Party, elect liabilities. The Indemnitor may not settle or otherwise consent to take over the defense of and proceed to handle such claim an adverse judgment in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim, demand, action or other proceeding, that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. In connection therewithThe Indemnitee, the Indemnifying Party will fully its employees and agents, shall reasonably cooperate with the Indemnified Party should Indemnitor and its legal representatives in the Indemnified Party elect to take over the defense investigation of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each demand, action or other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid proceeding covered by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partythis Section 6.

Indemnity Procedure. A party All claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) For purposes of this Agreement, the term Indemnifying Party when used in connection with particular Losses shall mean the Party or parties hereto agreeing Parties having an obligation to indemnify another Party or Parties with respect to such Losses under this Agreement, and the term Indemnified Party when used in connection with particular Losses shall mean the Party or Parties having the right to be responsible for indemnified with respect to such Losses by another Party or to indemnify against any matter Parties pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Agreement. (b) To make claim for indemnification under this Agreement, an Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to shall notify the Indemnifying Party of any liability which might give rise to a its claim for indemnity under this Section 10.2 (Indemnity Procedure) including the specific details of and specific basis under this Agreement within sixty for its claim (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to Claim Notice). In the date any answer or responsive pleading is due, and with respect to other matters for which event that the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; providedindemnification is based upon a Third Party Claim, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation its Third Party Claim Notice promptly after the Indemnified Party has actual knowledge of the Third Party Claim and such access to its books, records and properties shall enclose a copy of all papers (subject if any) served with respect to the execution Third Party Claim; provided that the failure of appropriate non-disclosure agreementsany Indemnified Party to give notice of a Third Party Claim as provided in this paragraph (b) as shall not relieve the Indemnifying Party shall reasonably request with respect of its obligations under this Agreement except to any matter the extent such failure results in insufficient time being available to permit the Indemnifying Party to effectively defend against the Third Party Claim or otherwise materially prejudices the Indemnifying Party’s ability to defend against the Third Party Claim. In the event that the claim for which indemnification is sought hereunder; and based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the parties hereto agree to cooperate Third Party Claim Notice shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. (c) The Parties shall consult with each other regarding any claims made by a counterparty, pipeline operator, terminal operator, vessel owner, supplier, Crude Supplier or transporter against Barclays or any claims that Barclays may bring against any such person. Barclays agrees to take commercially reasonable actions in order to ensure the proper and adequate handling of such claims, including the prosecution or defense thereof. With regard to claims At Barclays’ request, Company may assist in the prosecution or defense of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partyclaims.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. ." (a) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. . (b) The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwiseinappropriate. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. . (c) The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that there is no dispute as to the applicability of indemnification, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. (a) A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. ". (b) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. . (c) The Indemnifying Indemnified Party shall have the rightright to conduct and control, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to choosing, the Indemnified Party’s approval of such counseldefense, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense compromise or settlement of any third Person claim, action or suit against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnifying Party hereunder, and in any such case the claim. The Indemnifying Party shall not settle any cooperate in connection therewith and shall furnish such claim without prior notice to records, information and consultation with the Indemnified Partytestimony and attend such conferences, discovery proceedings, hearings, trials and no such settlement involving any equitable relief or which might have an adverse effect on appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, that the Indemnifying Party may be agreed participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnified Party has so elected to conduct and control the defense thereof; and provided, further, that the Indemnified Party shall not, without the written consent of the Indemnified Indemnifying Party (which written consent shall not be unreasonably withheld withheld), pay, compromise or delayed). So long as settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnifying Party is diligently contesting any shall fail, within 14 days after the making of such claim request, to acknowledge and agree in good faithwriting that, if such claim, action or suit shall be adversely determined, such Indemnifying Party has an obligation to provide indemnification hereunder to such Indemnified Party. Notwithstanding the foregoing, the Indemnified Party may pay shall have the right to pay, settle or settle compromise any such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Partyclaim, unless the named parties to any proceeding include both parties action or representation of both parties by the same counsel would be inappropriate suit without such consent, provided, that in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of event the Indemnified Party proceed diligently shall waive any right to defend indemnity therefor hereunder unless such claim, then the Indemnified Party may consent is unreasonably withheld. (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. d) The parties agree to cooperate in defending such third party claims claims, and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. . (e) With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses fees and disbursements of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such fees and disbursements are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or The Party obligated to indemnify against any matter pursuant to this Agreement is referred to herein of the Maxygen Indemnified Parties or any of the Bayer Indemnified Parties (as applicable, the “Indemnified Party”) under Sections 5.1 or 5.2, as appropriate, shall be known as the “Indemnifying Party.” and The Parties shall use the other party or parties claiming indemnity is referred to as the “Indemnified Party”. following procedure for indemnification: (a) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to will promptly notify the Indemnifying Party in writing of notice of any liability which might give rise to claims or the commencement of any action, if a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior in respect thereof is to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to be made against the Indemnifying Party of under Sections 5.1 or 5.2, as appropriate. The Indemnified Party’s failure to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent any liability results from the rights failure to timely notify the Indemnifying Party. After receiving notice of said action, the Indemnifying Party is entitled to participate in the defense therein and may elect to assume the defense thereof by promptly notifying the Indemnified Party in writing and by selecting counsel reasonably satisfactory to such Indemnified Party. After the Indemnified Party has received notice of the Indemnifying Party’s election to assume the defense of said action and has approved the Indemnifying Party’s counsel, the Indemnifying Party will not be liable to such Indemnified Party under Sections 5.1 or 5.2, as appropriate, for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless (i) such Indemnified Party in any action has reasonably concluded that there may be legal defenses available to it that are materially prejudiced. The different from or additional to those available to the Indemnifying Party, in which case such Indemnified Party shall have the right, at its election, right to take over select separate counsel to assume said legal defenses and to otherwise participate in the defense or settlement of said action on behalf of such claim by giving written notice Indemnified Party, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party at least fifteen to represent such Indemnified Party within a reasonable time after notice of commencement of the action or (15iii) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes has authorized the employment of counsel for such election, it may conduct Indemnified Party at the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement expense of the claim. Indemnifying Party. (b) The Indemnifying Party shall not settle any such claim action covered by Sections 5.1 or 5.2, as appropriate, without prior notice to and consultation with first obtaining the consent of the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall will not be unreasonably withheld withheld, delayed or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faithconditioned; provided however, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make withhold its consent, in good faith with respect its sole discretion, to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate agreement for any non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for monetary equitable remedy which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, would restrain or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand compel actions by the Indemnified Party.

Indemnity Procedure. A (a) As soon as reasonably possible after a party entitled to indemnity or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the a defense (“Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party ) is notified of any liability which might give rise to a claim for indemnity under this Agreement Third Party Claims within sixty (60) Business Days the scope of the receipt indemnity and defense obligations of any written claim from any such third partythe other party (“Payer Party”), but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to shall notify the Indemnifying Payer Party of any liability which might give rise to a claim for indemnity; providedthe same. However, however, that any the failure to give such notice timely notify the Payer Party of the Third Party Claim will not waive any rights of relieve the Indemnified Payer Party from its indemnity and defense obligations, except to the extent the rights Payer Party can demonstrate that the defense of the Indemnifying Third Party are materially prejudiced. Claim was prejudiced by the failure to give timely notice. (b) The Indemnifying Payer Party shall have engage counsel at the right, at its election, Payer Party’s expense to take over the defense or settlement of such claim by giving written notice to defend the Indemnified Party at least fifteen (15) days prior to against any Third Party Claims within the time when an answer or other responsive pleading or notice with respect thereto is requiredscope of the indemnity and defense obligations. If the Indemnifying The Payer Party makes such election, it may conduct exclusively control the defense and settlement of such claim through counsel of its choosing (subject to the Third Party Claims, except that the Payer Party must obtain the Indemnified Party’s approval consent to any settlement if the settlement involves any relief other than the payment of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claimmoney. The Indemnifying Party shall not settle In any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faithcase, the Indemnified Party may pay or settle such claim only engage, at its own expense expense, its own separate counsel to participate in defending against the Third Party Claims and assist the Indemnifying defense counsel the Payer Party will not engages. (c) In addition to any other limitations contained in this Article 9 hereof, the obligations of the parties hereto to indemnify each other, as applicable, are subject to, and limited by, the following: The amount of any Damages sustained by an Indemnified Party and owed by a Payer Party shall be reduced by any amount received by such Indemnified Party with respect thereto under any insurance or reinsurance coverage, or any recovery from any judgment or settlement, or from any other party alleged to be responsible for the fees of separate legal counsel therefor, less any costs associated with such efforts. The Indemnified Party shall use commercially reasonable efforts to the Indemnified Party, unless the named parties collect any amounts available under such insurance or reinsurance coverage and from such other party alleged to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwisehave responsibility. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend receives an amount under insurance or reinsurance coverage or from such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith other party with respect to Damages sustained at any time subsequent to any indemnification actually paid pursuant to this Article 9, then, subject to the immediately preceding sentence, such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide promptly reimburse the applicable Payer Party for any such cooperation and indemnification payment made by such access to its books, records and properties (subject Paying Party up to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand actual amount so received by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”". An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwiseinappropriate. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement (a) Regeneron shall notify Novartis within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of becoming aware of any liability claim of claims asserted or threatened against Regeneron which might could give rise to a claim for indemnityright of indemnification under this Agreement; provided, however, that any the failure to give such notice will shall not waive any rights relieve Novartis of the Indemnified Party its indemnity obligation hereunder except to the extent the that such failure materially prejudices its rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party hereunder. (b) If Novartis has acknowledged in writing to Regeneron its responsibility for defending such claim, Novartis shall have the rightright to defend, at its electionsole cost and expense, to take over the defense or settlement of such claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by Novartis to a final conclusion or settled at Novartis’ discretion; provided, however, that Novartis may not enter into any compromise or settlement unless (i) such compromise or settlement includes as an unconditional term thereof, the giving written notice by each claimant or plaintiff to Regeneron and the other Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with Parties of a release from all liability in respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing claim; and (subject ii) Regeneron consents to the Indemnified Party’s approval of such counselcompromise or settlement, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting delayed unless such compromise or settlement involves (A) any such claim in good faith, the Indemnified Party may pay admission of legal wrongdoing by Regeneron or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the any other Indemnified Party, unless (B) any payment by Regeneron or any other Indemnified Party that is not indemnified hereunder or (C) the named parties to imposition of any proceeding include both parties equitable relieve against Regeneron or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the any other Indemnified Party. (c) Regeneron may participate in, due to conflicts of interest or otherwise. If the Indemnifying Party does but not make such electioncontrol, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith of any claim controlled by Novartis pursuant to this Section 8.2 and shall bear its own costs and expenses with respect to such claim. In connection therewithparticipation; provided, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any however, that Novartis shall bear such claim. The parties agree to cooperate in defending costs and expenses if counsel for Novartis shall have reasonably determined that such third party claims counsel may not properly represent both Novartis and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified PartyParties.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify indemnifying another party against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other a party or parties claiming entitled to indemnity is referred to as the “"Indemnified Party”. ." An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the each Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days 60 business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the each Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The As to any claim, action, suit or proceeding by a third party, the Indemnifying Party shall have the rightbe entitled, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation together with the Indemnified Party, and no to participate in the defense, compromise or settlement of any such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as matter through the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only Party's own attorneys and at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claimexpense. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereundersuch matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof, it being understood that the Indemnified Party shall control any such defense, all at the Indemnifying Party's expense. The Indemnifying Party shall pay all reasonable photocopying and reproduction charges for any photocopies or reproductions required. An Indemnifying Party shall not make any settlement of any claims without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the Indemnified Party or its assets, employees or business. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier earliest to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgmentjudgment or if earlier the date that the Indemnified Party must post any bond with respect to any judgment or other judicial ruling; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim; or (iv) with respect to indemnities for Tax liabilities, upon the issuance of any resolution by a taxation authority. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”". An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The If the Indemnifying Party shall acknowledge in a writing delivered to the Indemnified Party that the Indemnifying Party shall be obligated under the terms of their indemnification obligations hereunder in connection with such third party claim, then the Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. ." (1) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. . (2) The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwiseinappropriate. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. . (3) The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. . (4) With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that there is no dispute as to the applicability of indemnification, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A All claims for indemnification by a party or parties hereto agreeing seeking to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the indemnified (an “Indemnified Party”. An ) under this Article X shall be asserted and resolved as follows: (a) In the event that any claim or demand for which the HRB Bank Indemnifying Parties or BofI, as applicable (each, an “Indemnifying Party”) may be liable to an Indemnified Party under this Agreement shall, with respect to claims hereunder is asserted against or sought to be collected from such party Indemnified Party by any a third party, including a Governmental Entity (a “Third Party Claim”), such Indemnified Party shall with reasonable promptness give written notice (the “Claim Notice”) to the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand). Failure to provide a Claim Notice of any liability which might give rise to a such claim for indemnity or demand shall not affect the Indemnifying Party’s duties or obligations under this Agreement within sixty Article X, except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have ten (6010) Business Days days from the delivery or mailing of the receipt Claim Notice (the “Notice Period”) to notify the Indemnified Party (i) whether or not it disputes the liability of any written claim from any such third party, but not later than twenty (20) days prior the Indemnifying Party to the date any answer or responsive pleading is due, and Indemnified Party hereunder with respect to other matters for which such claim or demand, and (ii) whether or not it desires, at the cost and expense of the Indemnifying Party, to defend the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a against such claim for indemnityor demand; provided, however, that any failure Indemnified Party is hereby authorized, but is not obligated, prior to give such notice will not waive and during the Notice Period, to file any rights motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnified Indemnifying Party, and provided further, that in respect of a claim or demand for Taxes no such right of the Indemnifying Party except to defend shall apply unless and to the extent the rights of Indemnified Party consents. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall, subject to the preceding sentence and the last sentence of this Section 10.03(a), have the right to control the defense against the claim by all appropriate proceedings and any settlement negotiations; provided, however, that to the satisfaction of the Indemnified Party, the Indemnifying Party shall indemnify and secure the Indemnified Party against such contested claims by posting a bond or otherwise. If the Indemnifying Party undertakes the defense of the Third Party Claim, then the Indemnified Party shall have the right to participate in the defense of the Third Party Claim at its own expense; provided, however, that the Indemnifying Party shall bear the reasonable fees and expenses of such separate counsel for the Indemnified Party if the representation by one counsel of both the Indemnifying Party and the Indemnified Party in any such Third Party Claim would, in the reasonable opinion of counsel for the Indemnified Party, be inappropriate due to a conflict of interest; provided, further, that the Indemnifying Party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if the claim which the Indemnifying Party seeks to control (i) involves criminal allegations or (ii) is one in which the Indemnified Party is advised by counsel chosen by it that there are materially prejudicedlegal defenses available to the Indemnified Party which the Indemnifying Party cannot assert on behalf of the Indemnified Party. The If the Indemnifying Party fails to respond to the Indemnified Party within the Notice Period or after electing to defend fails to commence or diligently pursue such defense, then the Indemnified Party shall have the right, at its electionbut not the obligation, to take over undertake or continue the defense of and to compromise or settlement settle (exercising reasonable business judgment) the claim or other matter, all on behalf of, for the account, at the expense and at the risk of such claim the Indemnifying Party. Notwithstanding the foregoing, if the basis of the proceeding relates to a condition or operations which existed or were conducted both prior to and after the Closing Date, each party shall have the same right to participate in the proceeding without either party having the right of control. (b) If requested by giving written notice to the Indemnifying Party, the Indemnified Party agrees, at least fifteen the Indemnifying Party’s expense, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest. (15c) days prior If any Indemnified Party should have a claim or demand against the Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall send a Claim Notice with respect to such claim or demand to the time when an answer Indemnifying Party. Failure to provide a Claim Notice of any such claim or other responsive pleading demand shall not affect the Indemnifying Party’s duties or notice with respect thereto obligations under this Article X, except to the extent the Indemnifying Party is requiredmaterially prejudiced thereby. If the Indemnifying Party makes disputes such electionclaim, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), dispute shall be solely responsible for the expenses of such defense and shall be bound resolved by the results of its defense or settlement mutual agreement of the claim. Indemnifying Party and Indemnified Party or by litigation in an appropriate court of competent jurisdiction. (d) The Indemnifying Party shall not (i) settle any such claim in a manner that imposes any liability upon the Indemnified Party or admits any wrongdoing by the Indemnified Party without prior notice to and consultation with the Indemnified Party's prior written consent, which consent may be granted or withheld in the Indemnified Party's sole and no such settlement involving any equitable relief absolute discretion; or which might have an adverse effect on (ii) otherwise compromise or settle a claim against the Indemnified Party may be agreed to without the Indemnified Party's prior written consent of the Indemnified Party (consent, which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty thirty (6030) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”". An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A (i) To make a claim for indemnification hereunder, a Person entitled to indemnity hereunder (an “Indemnitee”) shall promptly notify the indemnifying Party (the “Indemnitor”) of its claim, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third party or parties hereto agreeing against the Indemnitee (a “Third Party Claim”), the Indemnitee shall provide its Claim Notice promptly after the Indemnitee has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to be responsible for or the Third Party Claim; provided, that the failure of any Indemnitee to give notice of a Third Party Claim as provided in this Section 21.02(b)(i) shall not relieve the Indemnitor of its obligations to indemnify the Indemnitee except to the extent such failure results in insufficient time being available to permit the Indemnitor to effectively defend against the Third Party Claim or otherwise materially prejudices the Indemnitor’s ability to defend against the claim. (ii) In the case of a claim for indemnification based upon a Third Party Claim, the Indemnitor shall have thirty (30) Days from its receipt of the Claim Notice to notify the Indemnitee whether it admits or denies its obligation to defend the Indemnitee against such Third Party Claim at the sole cost and expense of the Indemnitor. The Indemnitee is authorized, prior to and during such thirty (30) Day period, at the expense of the Indemnitor, to file any matter motion, answer or other pleading that it shall reasonably deem necessary or appropriate to protect its interests or those of the Indemnitor and that is not prejudicial to the Indemnitor. (iii) If the Indemnitor admits its obligation to indemnify a Third Party Claim, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Party Claim. The Indemnitor shall have full control of such defense and proceedings, including any compromise or settlement thereof. If requested by the Indemnitor, the Indemnitee agrees to cooperate in contesting any Third Party Claim which the Indemnitor elects to contest. The Indemnitee may participate in, but not control, at its own expense, any defense or settlement of any Third Party Claim controlled by the Indemnitor pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty Section 21.02(b) (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval Indemnitee shall not be unreasonably withheld required to bring any counterclaim or delayedcross-complaint against any Person). An Indemnitor shall not, shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Indemnitee, (A) settle any Third Party Claim or consent to the entry of any judgment with respect thereto which does not result in a final resolution of the Indemnitee’s liability in respect of such Third Party Claim (which including, in the case of a settlement, an unconditional written release of the Indemnitee from all liability in respect of such Third Party Claim); or (B) settle any Third Party Claim or consent shall to the entry of any judgment with respect thereto in any manner that may materially and adversely affect the Indemnitee (other than as a result of money damages covered by the indemnity). (iv) If the Indemnitor does not be unreasonably withheld admit its obligation to indemnify and bear all expenses associated with a Third Party Claim or delayed). So long as the Indemnifying admits its obligation to indemnify and bear all expenses associated with a Third Party is Claim but fails to diligently contesting any such claim in good faith, the Indemnified Party may pay prosecute or settle such claim only the Third Party Claim, then the Indemnitee shall have the right to defend against the Third Party Claim at its own the sole cost and expense and of the Indemnifying Party will not be responsible for Indemnitor, with counsel of the fees of separate legal counsel Indemnitee’s choosing, subject to the Indemnified Partyright of the Indemnitor to admit its obligation to indemnify and bear all expenses associated with a Third Party Claim and assume the defense of the Third Party Claim at any time prior to settlement or final determination thereof; provided, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate that in the Indemnitee’s reasonable opinion of counsel to the Indemnified Partyopinion, due to conflicts of interest or otherwisesuch assumption does not prejudice such defense. If the Indemnifying Indemnitor has not yet admitted its obligation to indemnify and bear all expenses associated with a Third Party does not make such electionClaim, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after Indemnitee shall send written notice to the Indemnifying Party)Indemnitor of any proposed settlement and the Indemnitor shall have the option for ten (10) Days following receipt of such notice to (i) admit in writing its obligation to indemnify and bear all expenses associated with a Third Party Claim; and (ii) if such obligation is so admitted, at reject, in its reasonable judgment, the expense proposed settlement. If the Indemnitee settles any Third Party Claim without the written consent of the Indemnifying Party, elect to take over Indemnitor after the Indemnitor has timely admitted its obligation in writing and assumed the defense of and proceed to handle such claim in its discretion and a Third Party Claim, the Indemnifying Party Indemnitee shall be bound by deemed to have waived any defense or settlement that right to indemnity therefor. (v) In the Indemnified case of a claim for indemnification not based upon a Third Party may make in good faith with respect to such claim. In connection therewithClaim, the Indemnifying Party will fully cooperate with Indemnitor shall have thirty (30) Days from its receipt of the Indemnified Party should the Indemnified Party elect Claim Notice to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) cure the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgmentliabilities complained of; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Partyadmit its obligation to indemnify for and bear all expenses associated with such liability; or (iii) dispute the claim for such liabilities. If the Indemnitor does not notify the Indemnitee within such thirty (30) Day period that it has cured the liabilities or that it disputes the claim for such liabilities, the amount of such liabilities shall conclusively be deemed a settlement liability of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable Indemnitor hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A i. In the event a party seeks indemnification pursuant to this Section 13, the Indemnified Party shall give prompt notice to the party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement from whom such indemnification is referred to herein as sought of the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party assertion of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of claim, or the receipt commencement of any written claim from any such third partyaction or proceeding, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with in respect to other matters for of which the Indemnified Party indemnity may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudicedbe sought hereunder. ii. The Indemnifying Party shall have the rightright to, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by at the results request of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, assume the defense of any such action or proceeding at its own expense. iii. In any such action or proceeding, the Indemnified Parties collectively shall have the right to retain one counsel; but the fees and no expenses of such settlement involving any equitable relief or which might have an adverse effect on counsel shall be the expense of the Indemnified Parties unless (i) the Indemnifying Party and the Indemnified Party may be shall have mutually agreed to without the written consent retention of the Indemnified Party such counsel or (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless ii) the named parties to any suit, action or proceeding (including any impleaded parties) include both parties or the Indemnifying Party and the Indemnified Party and representation of both all parties by the same counsel would be inappropriate due to actual or potential conflict of interests between them. iv. An Indemnifying Party shall not be liable under this Agreement for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. v. The Indemnifying Party may settle any claim without the reasonable opinion consent of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If but only if the Indemnifying Party does not make such election, or having made such election does not, sole relief awarded is monetary damages that are paid in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis full by the Indemnifying Party. With regard The Indemnified Party shall, subject to other claims for which its reasonable business needs, use reasonable efforts to minimize the indemnification is payable hereunder, such indemnification shall be paid promptly by sought from the Indemnifying Party upon demand by the Indemnified Partyunder this Agreement.

Indemnity Procedure. A (i) In the event a party seeks indemnification pursuant to this Section 12, the Indemnified Party shall give prompt notice to the party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement from whom such indemnification is referred to herein as sought of the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party assertion of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of claim, or the receipt commencement of any written claim from any such third partyaction or proceeding, but not later than twenty in respect of which indemnity may be sought hereunder. (20ii) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the rightright to, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by at the results request of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, assume the defense of any such action or proceeding at its own expense. (iii) In any such action or proceeding, the Indemnified Parties collectively shall have the right to retain one counsel; but the fees and no expenses of such settlement involving any equitable relief or which might have an adverse effect on counsel shall be the expense of the Indemnified Parties unless (i) the Indemnifying Party and the Indemnified Party may be shall have mutually agreed to without the written consent retention of the Indemnified Party such counsel or (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless ii) the named parties to any suit, action or proceeding (including any impleaded parties) include both parties or the Indemnifying Party and the Indemnified Party and representation of both all parties by the same counsel would be inappropriate due to actual or potential conflict of interests between them. (iv) An Indemnifying Party shall not be liable under this Agreement for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. (v) The Indemnifying Party may settle any claim without the reasonable opinion consent of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If but only if the Indemnifying Party does not make such election, or having made such election does not, sole relief awarded is monetary damages that are paid in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis full by the Indemnifying Party. With regard The Indemnified Party shall, subject to other claims for which its reasonable business needs, use reasonable efforts to minimize the indemnification is payable hereunder, such indemnification shall be paid promptly by sought from the Indemnifying Party upon demand by the Indemnified Partyunder this Agreement.

Indemnity Procedure. A party or parties hereto agreeing Each indemnified Party agrees to be responsible for or to indemnify against give the indemnifying Party prompt written notice of any matter pursuant upon which such indemnified Party intends to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to base a claim for indemnity indemnification (an “Indemnity Claim”) under this Agreement within sixty (60) Business Days Article V. The indemnifying Party shall have the right to participate jointly with the indemnified Party in the indemnified Party’s defense, settlement or other disposition of any Indemnity Claim. With respect to any Indemnity Claim relating solely to the payment of money damages which could not result in the indemnified Party’s becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of the receipt indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the indemnified Party hereunder, the indemnifying Party shall have the sole right to defend, settle or otherwise dispose of such Indemnity Claim, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate, provided that the indemnifying Party shall provide reasonable evidence of its ability to pay any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, damages claimed and with respect to other matters for which any such settlement shall have obtained the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights release of the Indemnified indemnified Party except to from the extent the rights of the Indemnifying Party are materially prejudicedIndemnity Claim. The Indemnifying indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without obtain the written consent of the Indemnified Party (indemnified Party, which consent shall not be unreasonably withheld withheld, prior to ceasing to defend, settling or delayed). So long otherwise disposing of any Indemnity Claim if as a result thereof the Indemnifying indemnified Party is diligently contesting any such claim in good faith, would become subject to injunctive or other equitable relief or the Indemnified business of the indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate adversely affected in the reasonable opinion of counsel to the Indemnified Partyany manner. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such electionWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party Promptly after receipt by any third partyindemnified party ("Indemnitee") under Section 14 of a notice of the commencement of an action or claim to which such Section may apply, give written notice the Indemnitee shall notify the indemnifying party ("Indemnitor") in writing of the commencement of such action or claim if a claim for indemnification in respect of such action or claim may be made against the Indemnitor under such Section; but the omission to so notify the Indemnifying Party of Indemnitor shall not relieve the Indemnitor from any liability which might give rise the Indemnitor may have to a the Indemnitee under such Section, except where such omission shall have materially prejudiced the Indemnitor. In case any such action or claim for indemnity under this Agreement within sixty (60) Business Days shall be brought against an Indemnitee and the Indemnitee shall notify the Indemnitor of the receipt commencement of any written such action or claim, the Indemnitor shall be entitled to participate in such action or claim from any such third partyand, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent that the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its electionIndemnitor may desire, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct assume the defense of such action or claim through with counsel of its choosing (subject selected by the Indemnitor and reasonably acceptable to the Indemnified Party’s approval Indemnitee, and after notice from the Indemnitor to the Indemnitee of the Indemnitor's election to assume the defense of such counselaction, which approval the Indemnitor shall not be unreasonably withheld liable to the Indemnitee under such Section for any legal, accounting and other expenses subsequently incurred by the Indemnitee in connection with the defense of such action or delayed)claim other than reasonable costs of investigation. Notwithstanding any provision of this Section 15 to the contrary, if any action or claim as to which indemnity is or may be available an Indemnitee shall reasonably determine that its interests are or may be adverse, in whole or in part, to the interests of the Indemnitor or that there may be legal defenses available to the Indemnitee which are or may be different from, in addition to, or inconsistent with, the defenses available to the Indemnitor, the Indemnitee may retain its own counsel in connection with such action or claim, in which case the Indemnitee shall be solely responsible for any legal, accounting and other expenses reasonably incurred by or on behalf of it in connection with investigating or defending such action or claim. In no event shall an Indemnitor be liable for the fees and expenses of such defense and shall be bound by more than one counsel for all indemnities in connection with any one action or claim or in connection with separate but similar or related actions or claims in the results of its defense or settlement same jurisdiction arising out of the claimsame general allegations. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent An Indemnitor shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible liable for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or a settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to action or claim effected without its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partywritten consent.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”". An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A (a) Any party or parties (an "Indemnified Party") seeking indemnification hereunder from any other party hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “(an "Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to ") shall notify the Indemnifying Party of any liability which might give rise claim to a claim for indemnity be asserted under this Agreement Section 5.1 or 5.2 against the Indemnifying Party within sixty thirty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (2030) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which after the Indemnified Party may seek indemnificationreceives notice of or otherwise has actual knowledge of such claim ("Adverse Claim"), give prompt written notice and shall provide to the Indemnifying Party of any liability which might give rise as soon as practicable thereafter all information and documentation necessary to a claim for indemnity; providedsupport and verify the Adverse Claim being asserted, however, that any failure and the Indemnifying Party shall be given access to give such notice will not waive any rights all books and records in the possession or control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such Adverse Claim. (b) Promptly after receipt by an Indemnified Party of notice of the commencement by any third party of any action, suit or proceeding which might result in the Indemnifying Party becoming obligated to indemnify or make any other payment to the Indemnified Party under this Agreement, the Indemnified Party shall notify the Indemnifying Party forthwith in writing of the commencement thereof. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have on account of this indemnification or otherwise, except to the extent the rights of that the Indemnifying Party are is materially prejudicedprejudiced thereby. The Indemnifying Party shall have the right, at its electionwithin thirty (30) days after being so notified, to take over assume the defense or settlement of such claim by giving written notice litigation or proceeding with counsel reasonably satisfactory to the Indemnified Party in good faith and at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If Indemnifying Party's own expense; provided that unless and until the Indemnifying Party makes shall assume such electiondefense pursuant to this sentence, it may the Indemnified Party shall have the right to conduct and control the defense of such claim through counsel litigation and proceeding (including the settlement thereof) without the Indemnifying Party's consent and shall be entitled to payment from the Indemnifying Party of its choosing all reasonable costs of such defense (subject including attorney's fees and expenses). If it is determined that the Indemnified Party is not entitled to indemnification from the Indemnifying Party, then the amount of the costs of such defense advanced by the Indemnifying Party shall be reimbursed by the Indemnified Party’s approval . In any such litigation or proceeding the defense of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle have so assumed, the Indemnified Party shall have the right to participate therein and retain its own counsel at its own expense, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of the same counsel or (ii) the named parties to any such claim without prior notice to litigation or proceeding (including impleaded parties) include both the Indemnifying Party and consultation with the Indemnified Party, and no representation of such settlement involving any equitable relief parties by the same counsel would be inappropriate due to actual or which might have an adverse effect on potential differing interests between them; in either such case, such separate counsel may be retained by the Indemnified Party at the expense of the Indemnifying Party. The Indemnifying Party may be agreed elect to settle any claim, action or proceeding defended by it without the written consent of the Indemnified Party (provided that such settlement is limited to payment of monetary damages which are payable in full by the Indemnifying Party and the Indemnified Party is fully discharged at the time of the settlement from any liability with respect to the claim, action or proceeding. The Indemnifying Party may not enter into any settlement that is not limited to payment of monetary damages without the Indemnified Party's prior written consent shall which will not be unreasonably withheld or delayed)withheld. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense Each Seller and the Indemnifying Party will not be responsible for the fees of separate legal counsel Buyer severally covenant to the Indemnified Party, unless the named parties use all reasonable efforts to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith cooperate fully with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. , action or proceeding covered by this Section 5.3. (c) The parties acknowledge and agree that (i) the Stanxxx Xxxsuit constitutes an Adverse Claim with respect to cooperate which Buyer is deemed to have given Sellers notice and related information and documentation in defending such third party claims accordance with Section 5.3(a), and (ii) the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) Sellers as the Indemnifying Party shall reasonably request have the right to assume the defense of the Stanxxx Xxxsuit in accordance with respect Section 5.3(b). Notwithstanding anything herein to any matter for which indemnification the contrary, it is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: agreed that (i) the entry Stanxxx Xxxsuit shall not be settled by Buyer without the consent of a judgment against Sellers if the Indemnified Party resulting settlement will exceed amounts that are recoverable by the Companies under insurance policies maintained by the Companies prior to Closing and (ii) Buyer shall not seek to change existing legal counsel handling the expiration Stanxxx Xxxsuit without the consent of any applicable appeal periodSellers, which consent (under either (i) or (ii)) shall not be unreasonably withheld. Furthermore, it is expressly agreed that if earlierthe Sellers assume the defense of the Stanxxx Xxxsuit, five Buyer will cause MCC to cooperate fully so that the cost of the defense of such lawsuit (5including attorneys' fees and expenses) days can continue to be borne by the Companies in accordance with the terms of the insurance policies maintained by the Companies prior to the date that Closing, and shall only be borne by the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel Sellers after all insurance available to the Indemnified Party shall be reimbursed on a current basis by Companies for the Indemnifying Party. With regard to other claims for which indemnification payment of such costs is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partyexhausted.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. . (i) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give prompt written notice (including a copy of such claim if such claim is in writing) to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party“Claim Notice”), but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party Party, except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying . (ii) Subject to Section 7.3(c)(iii), the Indemnified Party shall have the rightright to conduct and control, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnifying Party hereunder, and in any such case the Indemnifying Party shall reasonably cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Party’s approval Party in connection therewith; provided that the Indemnifying Party may participate, through counsel chosen by it and at its own expense, in the defense of any such counselclaim, action or suit as to which approval the Indemnified Party has so elected to conduct and control the defense thereof; and provided, further, that the Indemnified Party shall not, without the written consent of the Indemnifying Party (which written consent shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense pay, compromise or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnifying Party shall fail, within 14 days after the making of such request, to acknowledge and no agree in writing that, if such settlement involving claim, action or suit shall be adversely determined, such Indemnifying Party has an obligation to provide indemnification hereunder to such Indemnified Party. (iii) Notwithstanding Section 7.3(c)(ii), if any third Person claim, action or suit against any Indemnified Party does not (i) seek an injunction or other equitable relief against the Indemnified Party; (ii) involve criminal proceedings against the Indemnified Party; (iii) involve an amount asserted in good faith by a Person entitled to indemnification under Sections 7.3(a) or (b), as applicable, with respect to such claim, when aggregate with all other amounts asserted in good faith by all Persons entitled to indemnification under Sections 7.3(a) or (b), as applicable, pursuant to all other then unresolved Claim Notices and Indemnity Notices, exceeds Three Hundred Fifty Thousand and 00/100 Dollars ($350,000); (iv) involve a claim that could result in the granting of an equitable remedy that would reasonably be expected to have a Material Adverse Effect on the Company; (v) involve an instance in which might the applicable claim is against, or if the defendants in any Litigation relating to the applicable claim include, both the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably concludes in good faith that there are defenses available to it that are different or additional to those available to the Indemnifying Party; or (vi) involve a conflict of interest exists between the Indemnifying Party and the Indemnified Party as to such claim; then with respect to each such claim, action or suit the Indemnifying Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any such third Person claim, action or suit against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnifying Party hereunder, provided that the Indemnifying Party has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnifying Party has an adverse effect on obligation to provide indemnification to the Indemnified Party in respect thereof, and for only so long as the Indemnifying Party is diligently pursuing the defense of such claim, action or suit, and, provided, further, that in any such case the Indemnified Party shall reasonably cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith; provided, that the Indemnified Party may be agreed participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to without which the written consent of Indemnifying Party has so elected to conduct and control the Indemnified Party (which consent shall not be unreasonably withheld or delayed)defense thereof. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay pay, settle, or settle compromise such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts a conflict of interest or otherwisefor such counsel. If the Indemnifying Party does not make such election, or having made such election does not, in the good faith reasonable opinion of the Indemnified Party Party, proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such claim, action or suit, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent was unreasonably withheld or delayed, in which event no claim for indemnity therefor hereunder shall be waived. (iv) The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. . (v) With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that there is no good faith dispute as to the applicability of indemnification, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party. (vi) With regard to claims for which indemnification may be payable hereunder which do not involve a claim being sought to be collected by a third party, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount or the estimated amount thereof to the extent then feasible, provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party, except to the extent the rights of the Indemnifying Party are materially prejudiced. If the Indemnifying Party either accepts such claim or does not notify the Indemnified Party within twenty days after the date of receipt of the claim notice that the Indemnifying Party disputes such claim, with a statement of the basis of such position, the amount of such claim shall be conclusively deemed a liability of the Indemnifying Party hereunder and such indemnification claim shall be paid promptly by the Indemnifying Party. If an objection is made in writing in accordance with this Section 7.3(c)(vi), the Indemnified Party shall respond in a written statement to the objection within twenty days and, for forty days thereafter, attempt in good faith to agree upon the rights of the respective parties with respect to such claim (and, if the parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties).

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as In the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as event that a Party (the “Indemnified Party”. An Indemnified Party ) is seeking indemnification under this Agreement shallSection 23, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give it shall provide prompt written notice to the other Party (the “Indemnifying Party”) as soon as reasonably practicable after it receives notice of the claim, provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability which might give rise its obligations hereunder except to a the extent such failure shall have materially prejudiced the Indemnifying Party. The Indemnified Party shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for indemnitymonetary consideration), and, at the Indemnifying Party’s expense, shall cooperate as reasonably requested in the defense of the claim; providedprovided that the Indemnifying Party may not assume direction and control of the defense of the claim if (i) the claim seeks non-monetary relief against the Indemnified Party, however(ii) the claim involves criminal allegations against the Indemnified Party, or (iii) the Indemnified Party reasonably determines that any failure the Indemnifying Party has failed or is failing to give vigorously defend against such notice claim. The Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of the Indemnified Party’s counsel will not waive any rights be paid by the Indemnifying Party if representation of the Indemnified Party except to by the extent the rights of the counsel retained by Indemnifying Party are materially prejudicedwould be inappropriate due to an actual or potential conflict of interest. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice action or claim, or otherwise consent to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to judgment in such action or claim, without the express written consent of the Indemnified Party (which consent shall not be unreasonably withheld if such settlement or delayed). So long as adverse judgment diminishes the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay rights or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees interests of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible (a) As promptly as is reasonably practicable after becoming aware of a claim for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party indemnification under this Agreement shallnot involving a Third Party Claim, with respect to claims asserted against but in any event no later than fifteen (15) Business Days after first becoming aware of such party by any third partyclaim, the Indemnified Person shall give written notice to the Indemnifying Party Person of any liability which might such claim in accordance herewith (the “Claim Notice”); provided that the failure of such Indemnified Person to give rise to such notice shall not constitute a claim for indemnity waiver of such Indemnified Person’s rights and remedies under this Agreement within sixty except to the extent (60if any) Business Days that such Indemnifying Person shall have been prejudiced thereby. The Claim Notice shall set forth in reasonable detail (i) the facts and circumstances giving rise to such claim for indemnification, including all relevant supporting documentation, (ii) the nature of the receipt Losses suffered or incurred or expected to be suffered or incurred, (iii) a reference to the provisions of any written claim from any this Agreement in respect of which such third partyLosses have been suffered or incurred or are expected to be suffered or incurred, (iv) the amount of such Losses actually suffered or incurred and, to the extent such Losses have not yet been suffered or incurred, a good faith estimate of the amount of such Losses that could be expected to be suffered or incurred and (v) information as may be necessary for such Indemnifying Person to determine that the limitations under this Agreement (including in Sections 8.1 and 8.2) have been satisfied or do not apply. 33 (b) The Indemnified Person shall give a Claim Notice (in the form and substance contemplated by Section 8.3(a)) to the Indemnifying Person as promptly as is reasonably practicable, but not in any event no later than twenty (20) days prior to Business Days after receiving notice of the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party assertion of any liability Claim, or the commencement of any Proceeding, by any Person not a Party in respect of which might give rise to indemnity may be sought under this Agreement (a claim for indemnity“Third Party Claim”); provided, however, provided that any the failure of such Indemnified Person to give such notice will shall not waive any constitute a waiver of such Indemnified Person’s rights of the Indemnified Party and remedies under this Agreement except to the extent the rights of the (if any) that such Indemnifying Party are materially prejudiced. The Indemnifying Party Person shall have the rightbeen prejudiced thereby. Such Indemnifying Person may, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.expense,

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. . (i) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty thirty (6030) Business Days calendar days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. . (ii) The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwiseinappropriate. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. . (iii) The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. . (iv) With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that there is no dispute as to the applicability of indemnification, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” The obligations of FOREST and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party ALMIRALL under this Agreement Section 11 shall be subject to the following terms and conditions: (a) The Party claiming a right to indemnification shall, with respect to claims asserted against such party by within [***] of receipt of any third partyclaim, charge, suit or other action, give written notice to the Indemnifying Party indemnifying Party, of any liability such claim, charge, suit or other action received from a Third Party which might give rise to a claim for is governed by the indemnity under obligations of this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third partyAgreement, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to timely give the notice provided in this Section shall not be a defense to the liability of the Indemnified party for such claim, but the Indemnified Party may recover actual damages arising from the Indemnified Party's failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. timely notice; (b) The Indemnifying Party shall have the rightconduct, at its electionown sole cost and expense, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of any and all such claim through counsel of its choosing claims, charges, suits or other actions by a Third Party; (subject c) Neither Party shall settle or admit liability with respect to any such claims, charges, suits or other actions which could result in liability to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying other Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the prior written consent of the Indemnified Party (other Party, which consent shall not be unreasonably withheld or delayed). So long as ; (d) If the Indemnifying indemnifying Party is diligently contesting does not take the steps necessary against any such claim in good faithclaims, charges, suits or other action by a Third Party, the Indemnified Party claiming indemnification may pay defend against or settle such claim only at its own expense and claims, charges, suits or other action in such manner as it may deem appropriate provided that that Party may not settle such claims, charges, suits or other action without the Indemnifying prior written consent of the indemnifying Party will which consent shall not be responsible for unreasonably withheld or delayed; however, the fees defense and/or settlement under this Section 11 shall not act as a waiver of separate legal counsel rights to indemnification under this Agreement, or any other rights or remedies of a Party claiming indemnification and shall not excuse the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties indemnifying Party from its obligations hereunder and all reasonable costs and expenses incurred by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such claiming indemnification shall be paid subject to indemnity by the Indemnifying indemnifying Party; and, (e) Each Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior will offer reasonable assistance to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment other Party in defending or final appellate decision against the Indemnified Party; or (iii) a settlement of settling the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis including by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partymaking available relevant documents and witnesses.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. ". (a) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. . (b) The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwiseinappropriate. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty twenty (6020) Business Days days of the receipt of any written claim from any such third party, but not later than twenty fifteen (2015) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudicedprejudiced thereby. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen ten (1510) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim; provided, however, that the Indemnified Party may not settle any such claims without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld). In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, subject to this Section 7.3, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A The party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to Section 7.2 of this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Indemnified Party shall have the rightright to conduct and control, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to choosing, the Indemnified Party’s approval of such counseldefense, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense compromise or settlement of any third Person claim, action or suit against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnifying Party hereunder, and in any such case the claim. The Indemnifying Party shall not settle any cooperate in connection therewith and shall furnish such claim without prior notice to records, information and consultation with the Indemnified Partytestimony and attend such conferences, discovery proceedings, hearings, trials and no such settlement involving any equitable relief or which might have an adverse effect on appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, that the Indemnifying Party may be agreed participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnified Party has so elected to conduct and control the defense thereof; and provided, further, that the Indemnified Party shall not, without the written consent of the Indemnified Indemnifying Party (which written consent shall not be unreasonably withheld withheld), pay, compromise or delayed). So long as settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnifying Party is diligently contesting any shall fail, within 14 days after the making of such claim request, to acknowledge and agree in good faithwriting that, if such claim, action or suit shall be adversely determined, such Indemnifying Party has an obligation to provide indemnification hereunder to such Indemnified Party. Notwithstanding the foregoing, the Indemnified Party may pay shall have the right to pay, settle or settle compromise any such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Partyclaim, unless the named parties to any proceeding include both parties action or representation of both parties by the same counsel would be inappropriate suit without such consent, provided, that in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of event the Indemnified Party proceed diligently shall waive any right to defend indemnity therefor hereunder unless such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claimconsent is unreasonably withheld. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying PartyParty if such expenses are required to be paid pursuant to this Agreement. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”". An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of promptly after the receipt of any written claim from any such third party, but and not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except only to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen ten (1510) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or and no settlement which might otherwise have an a material adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, not in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. -25- The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that there is no dispute as to the applicability of indemnification, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified PartyParty and documentation supporting such demand.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. . (i) An Indemnified Party under this Agreement shall, with respect to claims for Losses asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of Agreement, to the receipt of any written claim from any such third partyextent reasonably possible, but not later than twenty ten (2010) days prior to, with respect to claims for losses arising after the date hereof, the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party Party, except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying . (ii) Subject to Section 5.3(c)(iii), the Indemnified Party shall have the rightright to conduct and control, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to choosing, the Indemnified Party’s approval of such counseldefense, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense compromise or settlement of any third Person claim, action or suit against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnifying Party hereunder, and in any such case the claim. The Indemnifying Party shall not settle any cooperate in connection therewith and shall furnish such claim without prior notice to records, information and consultation with the Indemnified Partytestimony and attend such conferences, discovery proceedings, hearings, trials and no such settlement involving any equitable relief or which might have an adverse effect on appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, that the Indemnifying Party may be agreed participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnified Party has so elected to conduct and control the defense thereof; and provided, further, that the Indemnified Party shall not, without the written consent of the Indemnified Indemnifying Party (which written consent shall not be unreasonably withheld withheld), pay, compromise or delayed)settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnifying Party shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, such Indemnifying Party has an obligation to provide indemnification hereunder to such Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld. (iii) If any third Person claim, action or suit against any Indemnified Party (A) does not seek an injunction or other equitable relief against the Indemnified Party; (B) such claim does not involve criminal proceedings against the Indemnified Party; (C) such claim would not reasonably be expected to have a Material Adverse Effect; (D) the applicable claim is against, or if the defendants in any litigation relating to the applicable claim include, both the Indemnified Party and the Indemnifying Party and the Indemnified Party does not reasonably conclude in good faith that there are defenses available to it that are different or additional to those available to the Indemnifying Party; or (E) no conflict of interest exists between the Indemnifying Party and the Indemnified Party as to such claim; then with respect to each such claim, action or suit the Indemnifying Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any such claim, action or suit against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnifying Party hereunder, provided that the Indemnifying Party has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnifying Party has an obligation to provide indemnification to the Indemnified Party in respect thereof. In any such case the Indemnified Party shall reasonably cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith, and the Indemnified Party may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnifying Party has so elected to conduct and control the defense thereof. So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay pay, settle, or settle compromise such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or and representation of both parties by the same counsel would be inappropriate in a conflict of interest for such counsel. If a conflict of interest exists between the reasonable opinion of counsel to the Indemnifying Party or Indemnified Party, due to conflicts of interest or otherwise. If if the Indemnifying Party does not make such electionan election to defend the claims or, or if having made such election to defend the claim does not, in the good faith reasonable opinion of the Indemnified Party Party, proceed diligently to defend such claimclaim with respect to a Loss and as a result the Indemnifying Party’s ability to defend a claim for such Loss may reasonably be materially prejudiced, after written notice to the Indemnifying Party articulating with reasonable specificity any lack of diligence by the Indemnifying Party in defending such claim and a 10 business day opportunity to cure, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and but shall not, without the written consent of the Indemnifying Party (which written consent shall not be bound by unreasonably withheld or delayed), pay, compromise or settle any defense or settlement that the Indemnified Party may make in good faith with respect to such claim, action or suit. In connection therewith, the Indemnifying Party will fully shall reasonably cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and Notwithstanding the foregoing, the Indemnified Party shall provide have the right to pay, settle or compromise any such cooperation and claim, action or suit, provided that in such access event the Indemnified Party shall waive any right to its books, records and properties (subject to indemnity therefor hereunder unless the execution Indemnified Party shall have sought the consent of appropriate non-disclosure agreements) as the Indemnifying Party to such payment, settlement or compromise and such consent was unreasonably withheld or delayed, in which event no claim for indemnity therefor hereunder shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. be waived. (iv) With regard to any and all claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: of (the “Final Determination”): (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that there is no good faith dispute as to the applicability of indemnification, the reasonable legal fees and expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such legal fees and expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party (A) The Indemnified Party(ies) agrees to give the Indemnifying Party(ies) written notice, as soon as is practicable, but in any event within thirty (30) days if possible, of any claim, suit, loss or parties hereto agreeing the discovery of facts upon which such Indemnified Party(ies) intends to be responsible base a request for indemnification under Section 7.1 or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Section 7.2 (collectively, a "CLAIM"). (B) The Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice Party(ies) shall furnish promptly to the Indemnifying Party Party(ies) copies of all papers and official documents received in respect of any liability which might give rise Claim. The Indemnified Party(ies) shall cooperate with the Indemnifying Party(ies), at the Indemnifying Party(ies)'s expense, in providing witnesses and records necessary in the defense against any Claim. (C) With respect to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior Claim relating solely to the date any answer or responsive pleading is due, and with respect to other matters for which payment of money damages that will not (i) result in the Indemnified Party may seek indemnificationParty(ies)'s becoming subject to injunctive or other relief, give prompt written notice to (ii) require an admission of guilt or other responsibility or liability, or (iii) otherwise adversely affect the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any business interests or rights of the Indemnified Party except Party(ies) in any manner, and as to the extent the rights of which the Indemnifying Party are materially prejudiced. The Party(ies) shall have acknowledged in writing the obligation to indemnify the Indemnified Party(ies) hereunder, the Indemnifying Party Party(ies) shall have the rightsole right to defend, at its electionsettle, to take over the defense or settlement otherwise dispose of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If claim, on such terms as the Indemnifying Party makes such electionParty(ies), it may conduct the defense of such claim through counsel of in its choosing sole discretion (subject to the limitations of this Section), shall deem appropriate. (D) With respect to all other Claims the Indemnifying Party(ies) shall obtain the written consent of the Indemnified Party’s approval of such counselParty(ies), which approval shall not be unreasonably withheld withheld, prior to ceasing to defend, settling, or delayed), otherwise disposing thereof. (E) The Indemnifying Party(ies) shall not be solely responsible liable for the expenses any settlement or other disposition of such defense and shall be bound a Claim by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to Party(ies) that is reached without the written consent of the Indemnified Party Indemnifying Party(ies). (which consent shall not be unreasonably withheld or delayed). So long F) Except as the Indemnifying Party is diligently contesting any such claim in good faithprovided above, the Indemnified Party may pay or settle such claim only at its own expense costs and the Indemnifying Party will not be responsible for the expenses, including fees and disbursements of separate legal counsel to the Indemnified Partycounsel, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound incurred by any defense or settlement that the Indemnified Party may make Party(ies) in good faith connection with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party claim shall be reimbursed on a current *** basis by the Indemnifying Party. With regard Party(ies), without prejudice to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by Party(ies)'s right to contest the Indemnified PartyParty(ies)'s right to indemnification and subject to refund in the event the Indemnifying Party(ies) is ultimately held not to be obligated to indemnify the Indemnified Party(ies). (G) The Indemnified Party(ies) shall always have the right to retain counsel and participate in the defense, negotiation or settlement of any Claim at its/their own cost and expense.

Indemnity Procedure. (a) A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. An ." The Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, shall give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnityof indemnity under this Agreement; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially actually prejudiced. The As to any claim, action, suit or proceeding by a third party, the Indemnifying Party shall have the right, be entitled to assume defense thereof (at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15expense) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If provided that counsel for the Indemnifying Party makes such election, it may who shall conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound approved by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed approval not to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claimwithheld. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereundersuch matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims If, in the Indemnified Party's reasonable judgment, a conflict of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against interest between the Indemnified Party and the expiration Indemnifying Party exists in respect of a claim, or, if the Indemnifying Party, after written notice from the Indemnified Party, fails to take timely action to defend a claim, the Indemnified Party may assume defense of such claim or action with counsel of its choosing at the Indemnifying Party's cost. (b) An Indemnifying Party shall not make any settlement of any applicable appeal periodclaim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement: (i) involving injunctive or if earlierother equitable relief against the Indemnified Party or its assets, five (5) days prior to the date that the judgment creditor has the right to execute the judgmentemployees or business; or (ii) which does not include as an unconditional term thereof the entry of an unappealable judgment giving by the claimant or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel plaintiff to the such Indemnified Party shall be reimbursed on of a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, release from all liability in respect of such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partyclaim or litigation.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as In the “Indemnifying Party” and event that a Party (the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. An Indemnified Party ") is seeking indemnification under this Agreement shallSection 22, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give it shall provide prompt written notice to the other Party (the "Indemnifying Party") as soon as reasonably practicable after it receives notice of the claim, provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability which might give rise its obligations hereunder except to a the extent such failure shall have materially prejudiced the Indemnifying Party. The Indemnified Party shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for indemnitymonetary consideration), and, at the Indemnifying Party's expense, shall cooperate as reasonably requested in the defense of the claim; providedprovided that the Indemnifying Party may not assume direction and control of the defense of the claim if (i) the claim seeks non-monetary relief against the Indemnified Party, however(ii) the claim involves criminal allegations against the Indemnified Party, or (iii) the Indemnified Party reasonably determines that any failure the Indemnifying Party has failed or is failing to give vigorously defend against such notice claim. The Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of the Indemnified Party's counsel will not waive any rights be paid by the Indemnifying Party if representation of the Indemnified Party except to by the extent the rights of the counsel retained by Indemnifying Party are materially prejudicedwould be inappropriate due to an actual or potential conflict of interest. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice action or claim, or otherwise consent to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to judgment in such action or claim, without the express written consent of the Indemnified Party (which consent shall not be unreasonably withheld if such settlement or delayed). So long as adverse judgment diminishes the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay rights or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees interests of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A As soon as practicable after a party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as (the “Indemnified Party”. An ) receives notice of any suit or other proceeding brought against it by a third party for which indemnification is sought pursuant to this Section 20 (a “third party claim”), the Indemnified Party shall furnish to the other party (the “Indemnifying Party”) written notice of such third party claim and a request for indemnification under this Agreement shallSection 20, with respect but the failure of an Indemnified Party to claims asserted against give such party by any third party, give written notice to the Indemnifying Party will not relieve the Indemnifying Party of any liability which might give rise its obligations to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which indemnify the Indemnified Party under this Section 20 except to the extent that the Indemnifying Party was materially and adversely prejudiced by the failure to receive such notice. The Indemnifying Party may seek indemnification, give prompt elect to assume the defense of such third party claim with counsel reasonably acceptable to the Indemnified Party by giving to the Indemnified Party written notice of such election within 30 days of receipt of notice of such third party claim. The Indemnified Party shall provide to the Indemnifying Party any information reasonably within its knowledge relating to such third party claim and shall render all reasonable assistance requested by the Indemnifying Party in the defense thereof. The Indemnified Party may participate, but will not be obligated to participate, at its own expense, with counsel of its own selection, in the defense and/or settlement thereof without relieving the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is requiredobligations hereunder. If the Indemnifying Party makes such election, it may conduct has not assumed the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such third party claim without prior notice to and consultation with the Indemnified Party, and no within such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim30-day period, then the Indemnified Party may defend such third party claim with counsel of its choosing at the cost and expense of the Indemnifying Party (after written notice which counsel must be reasonably acceptable to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party (a) The Purchaser shall notify in writing (signed by an officer of Purchaser) the Seller as soon as reasonably practicable after the Purchaser becomes aware of any event likely to result in the implementation of the provisions of this clause 3.18 shall have occurred, and in any event within forty-five (45) days of the Purchaser’s obtaining knowledge thereof. The notification shall provide full details as to the nature of the matter giving rise to the claim, and specify the basis, acts or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to events and the relevant provisions of this Agreement on which the claim is referred based, stating that the Purchaser has paid or properly accrued or reasonably anticipates that it will have to herein as the “Indemnifying Party” pay or accrue Damages, and the amount of the Damages claimed, and shall be submitted together with such documents appropriate to evidence the existence of the Damages. Such notification shall take place before the expiration of the applicable survival period as provided for under clause 3.18.1c hereof. In case of failure by the Purchaser to notify a claim in accordance with the provisions of this Paragraph and in particular within the required time period specified herein, the Purchaser shall no longer be entitled to bring any claim for indemnification against the Seller in respect of such event and the indemnification obligation of the Seller shall be definitely terminated by forfeiture (“déchéance”) in respect of such claim. (b) Without prejudice to the foregoing, in the event of any tax, social or parafiscal re-assessment or any other party litigation or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any claim from a third party, give written notice which the Purchaser believes may result in Damages, the Purchaser shall notify in writing the Seller of such claim as soon as practicable to enable the Indemnifying Party of any liability which might give rise Seller to a claim for indemnity under this Agreement within sixty (60) Business Days inform the Purchaser of the receipt of any written claim from any such third party, but not later than twenty (20) days Seller’s position prior to the date any answer or responsive pleading time that a response by the Company is due, and with respect the Seller shall be entitled, at its expense, to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party participate in any defense of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudicedclaim. The Indemnifying Party Seller shall have the right, at its electionown expense, to take over the defense or settlement of designate counsel to defend its interests in connection with any such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party Company and the Purchaser shall not settle fully cooperate with such counsel who shall have the right to conduct and participate in all communication and procedures in defending against any such claim without prior notice and shall have full access to all files, documents and consultation information of any nature relating to or necessary to the defense against any such litigation or claim. Neither the Company nor the Purchaser (which undertakes to cause the Company to comply with the Indemnified Partyprovisions hereof) (i) shall enter into any settlement with respect to any such claim, and no or (ii) pay any amount with respect to any such settlement involving any equitable relief claim unless the Purchaser or which might have an the Company is under the obligation to immediately pay as a result of a final non-appealable adverse effect on judgment rendered by a court in a trial of first instance (jugement définitif rendu en premier ressort) or arbitral tribunal against the Indemnified Party may be agreed to Purchaser or the Company, without the prior written consent of the Indemnified Party Seller (which consent shall not be unreasonably withheld or delayedwithheld). So long as In case of failure by the Indemnifying Party Company or the Purchaser to obtain such consent, the indemnification obligation by the Seller shall be definitely terminated by forfeiture (“déchéance”) for any such settled or paid claim. It is diligently contesting any expressly provided that in the event the Purchaser or the Company contemplates the execution of a settlement agreement with respect to a claim, the Purchaser shall notify its intent to settle (together will all appropriate documents in respect of this settlement, including the final version of the settlement agreement) to the Seller. Such settlement agreement shall be deemed accepted by the Seller unless the Seller shall have rejected it in writing within fifteen (15) days of the notification of the settlement. (c) Any claim notified by the Purchaser in accordance with clause 3.18.6 shall be deemed rejected by the Seller unless the Seller shall have accepted such claim in good faith, a written statement within sixty (60) days of the Indemnified Party may pay or settle notification of such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless Seller. The Seller shall have the named parties right to any proceeding include both parties or representation appoint an independent accountant to have reasonable access to all documents from the books and records of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel Company relating to the Indemnified Party, claim. (d) The indemnification which might be due pursuant to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification this clause 3.18 shall be paid by the Indemnifying Party upon Seller to the earlier to occur Purchaser or the Company, as the Purchaser may request, within one (1) month from the earliest of: (i) the entry of a judgment against date when the Indemnified Party Purchaser and the expiration of any applicable appeal period, Seller shall have agreed on its amount or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement date of the claim. Notwithstanding final non-appealable adverse judgment of the foregoing, the reasonable expenses of counsel court referred to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partyin clause 12.1.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify indemnifying another party against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” "INDEMNIFYING PARTY," and the other a party or parties claiming entitled to indemnity is referred to as the “Indemnified Party”. "INDEMNIFIED PARTY." An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the each Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days 60 days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the each Indemnifying Party of any liability which might give rise to a claim for indemnity; providedPROVIDED, howeverHOWEVER, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The As to any claim, action, suit or proceeding by a third party, the Indemnifying Party shall have the rightbe entitled, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation together with the Indemnified Party, and no to participate in the defense, compromise or settlement of any such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as matter through the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only Party's own attorneys and at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwiseexpense. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to At the Indemnifying Party)'s expense, at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereundersuch matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof; it being understood that the Indemnified Party shall control any such defense, all at the Indemnifying Party's expense. An Indemnifying Party shall not make any settlement of any claims without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the Indemnified Party or its assets, employees or business. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier earliest to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgmentjudgment or if earlier the date that the Indemnified Party must post any bond with respect to any judgment or other judicial ruling; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim; or (iv) with respect to indemnities for Tax liabilities, upon the issuance of any resolution by a taxation authority and the expiration of any applicable appeal period. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement SECTION 6.4 is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. ." An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the each Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty ten (6010) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the each Indemnifying Party of any liability which might give rise to a claim for indemnityParty; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Indemnified Party shall have the rightcontest and defend such claims, at its electionacting reasonably and in accordance with good faith business judgment, to take over the defense or settlement of such claim by giving written notice with counsel reasonably satisfactory to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such shall not effect any settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to thereof without the written consent of the Indemnified Party (each Indemnifying Party, which consent shall not be unreasonably withheld or delayed)withheld. So long as the An Indemnifying Party is diligently contesting any shall have the right to participate in such claim in good faith, the Indemnified Party may pay or settle such claim only proceedings and to be represented by separate attorneys of its choice and at its own expense expense. Each Indemnified Party and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party afford one another the opportunity to be present at, and to participate in, conferences with all Persons asserting claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; . Each Indemnified Party and the parties hereto agree to Indemnifying Party shall cooperate with each and assist the other in order to ensure the proper extent lawful and adequate reasonably possible. Each Indemnifying Party shall be kept fully informed of the defense of any such claim at all stages thereof. With regard In the event that an Indemnified Party fails to claims of third parties for which indemnification is payable hereundertimely and in good faith defend against any such claim, such indemnification shall be paid by each Indemnifying Party shall, after providing three days prior written notice to the Indemnified Party, have the right, but not the obligation, to defend and settle the same. In the event that the Indemnifying Party upon the earlier to occur of: (i) the entry of is, directly or indirectly, conducting a judgment defense against the Indemnified Party and the expiration of any applicable appeal periodsuch claim, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by cooperate with the Indemnifying Party upon demand by the Indemnified Partyin any such defense and make available to it all such witnesses, records, materials and information in its possession or under its control.

Indemnity Procedure. A party or parties hereto agreeing Any Person entitled to be responsible for or to indemnify against any matter pursuant to indemnification under this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as Article 7 (the “Indemnified PartyPerson”. An Indemnified ) shall promptly notify each indemnifying Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party in writing of any liability which might give rise to a claim for indemnity under this Agreement within sixty damages (60“Claim”) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying each indemnifying Party shall have the rightright to assume the investigation and defense of the Claim, including employing legal counsel. If an indemnifying Party does not promptly assume the investigation and defense of the Claim, the Indemnified Person may do so, including employing legal counsel of its choice, at its electioneach indemnifying Party’s expense. In any case, each indemnifying Party shall pay or reimburse the Indemnified Person for all court costs, attorneys’ fees and experts’ fees relating to take over the defense or settlement Claim and post any appeals bonds, provided that no Indemnified Person shall be entitled to a double recovery of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is requiredcosts and expenses. If the Indemnifying an indemnifying Party makes such election, it may conduct assumes the defense of a Claim, the Indemnified Person has the right to employ at its expense separate legal counsel and participate in the defense of the Claim. The foregoing notwithstanding, if the Indemnified Person reasonably determines that there may be a conflict of interest between such claim through Indemnified Person and an indemnifying Party with respect to any Claim, then such Indemnified Person shall be entitled to retain separate counsel of its choosing (subject choice, at the indemnifying Party’s expense. No indemnifying Party shall be liable for any settlement of a Claim without its written consent to the Indemnified Party’s approval of settlement, such counsel, which approval shall consent not to be unreasonably withheld or delayed). If an Indemnified Person fails to perform any of its obligations under this Section 7.4 and the failure prejudices an indemnifying Party in its defense of a Claim, the indemnifying Party’s obligation to indemnify shall remain in effect but shall be solely responsible for reduced to the expenses extent, if any, that it is so prejudiced. To prevent double recovery of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with damages, the Indemnified Party, and no such settlement involving any equitable relief Person shall reimburse the indemnifying Party for payments or which might have an adverse effect costs paid to or on the Indemnified Party may be agreed to without the written consent behalf of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such Person pursuant to an indemnity claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense proceeds of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its booksjudgment, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each insurance, bond, surety or other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand recovery by the Indemnified PartyPerson for the indemnified claim.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”". An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty thirty (6030) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. ". (a) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. . (b) The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwiseinappropriate. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. . (c) The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. . (d) With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that there is no dispute as to the applicability of indemnification, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, Party if such indemnification shall be paid promptly by expenses are a liability of the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing 70 (a) The Party entitled to be indemnification under this Article 17 (an “Indemnified Party”) shall notify the Party potentially responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as such indemnification (the “Indemnifying Party” and ”) within five (5) Business Days of becoming aware of any claim or claims asserted or threatened against the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might could give rise to a claim for indemnity right of indemnification under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnityAgreement; provided, however, that any the failure to give such notice will shall not waive any rights relieve the Indemnifying Party of the Indemnified Party its indemnity obligation hereunder except to the extent the that such failure materially prejudices its rights of hereunder. (i) If the Indemnifying Party are materially prejudiced. The has acknowledged in writing to the Indemnified Party the Indemnifying Party’s responsibility for defending such claim, the Indemnifying Party shall have the rightright to defend, at its electionsole cost and expense, to take over the defense or settlement of such claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party may not enter into any compromise or settlement unless (i) such compromise or settlement includes as an unconditional term thereof, the giving written notice by each claimant or plaintiff to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with of a release from all liability in respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing claim; and (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on ii) the Indemnified Party may be agreed consents to without the written consent of the Indemnified Party (such compromise or settlement, which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting delayed unless such compromise or settlement involves (A) any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees admission of separate legal counsel to wrongdoing by the Indemnified Party, unless the named parties to (B) any proceeding include both parties or representation of both parties payment by the same counsel would be inappropriate in Indemnified Party that is not indemnified hereunder or (C) the reasonable opinion imposition of counsel to any equitable relief against the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such electionelect to assume control of the defense of a claim or if a good faith and diligent defense is not being or ceases to be materially conducted by the Indemnifying Party, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then shall have the Indemnified Party may (after written notice to the Indemnifying Party)right, at the expense of the Indemnifying Party, elect upon ten (10) Business Days’ prior written notice to take over the Indemnifying Party of its intent to do so, to undertake the defense of and proceed to handle such claim in its discretion and for the account of the Indemnifying Party shall be bound (with counsel reasonably selected by any defense the Indemnified Party and approved by the Indemnifying Party, such approval not unreasonably withheld or settlement delayed), provided, that the Indemnified Party may make in good faith shall keep the Indemnifying Party apprised of all material developments with respect to such claim. In connection therewith, claim and promptly provide the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense copies of any such claim. The parties agree to cooperate in defending such third party claims all correspondence and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid documents exchanged by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. (ii) The Indemnified Party may participate in, but not control, any defense or settlement of any applicable appeal periodclaim controlled by the Indemnifying Party pursuant to this Section 17.2 and shall bear its own costs and expenses with respect to such participation; provided, or however, that the Indemnifying Party shall bear such costs and expenses if earliercounsel for the Indemnifying Party shall have reasonably determined that such counsel may not properly represent both the Indemnifying and the Indemnified Party. (iii) The amount of any Damages for which indemnification is provided under this Article 17 will be reduced by the insurance proceeds received, five and any other amount recovered if any, by the Indemnified Party in respect of any Damages. (5iv) days prior If an Indemnified Party receives an indemnification payment pursuant to this Article 17 and subsequently receives insurance proceeds from its insurer with respect to the date that damages in respect of which such indemnification payment(s) was made, the judgment creditor has Indemnified Party will promptly pay to the right Indemnifying Party an amount equal to execute the judgment; difference (if any) between (i) the sum of such insurance proceeds or other amounts received, and the indemnification payment(s) received from the Indemnifying Party pursuant to this Article 17 and (ii) the entry of an unappealable judgment or final appellate decision against amount necessary to fully and completely indemnify and hold harmless the Indemnified Party from and against such Damages. However, in no event will such refund ever exceed the Indemnifying Party; or (iii’s indemnification payment(s) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partyunder this Article 17.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement SECTION 5.8 is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. ." An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the each Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty ten (6010) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the each Indemnifying Party of any liability which might give rise to a claim for indemnityParty; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Indemnified Party shall have the rightcontest and defend such claims, at its electionacting reasonably and in accordance with good faith business judgment, to take over the defense or settlement of such claim by giving written notice with counsel reasonably satisfactory to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such shall not effect any settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to thereof without the written consent of the Indemnified Party (each Indemnifying Party, which consent shall not be unreasonably withheld or delayed)withheld. So long as the An Indemnifying Party is diligently contesting any shall have the right to participate in such claim in good faith, the Indemnified Party may pay or settle such claim only proceedings and to be represented by separate attorneys of its choice and at its own expense expense. Each Indemnified Party and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party afford one another the opportunity to be present at, and to participate in, conferences with all Persons asserting claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; . Each Indemnified Party and the parties hereto agree to Indemnifying Party shall cooperate with each and assist the other in order to ensure the proper extent lawful and adequate reasonably possible. Each Indemnifying Party shall be kept fully informed of the defense of any such claim at all stages thereof. With regard In the event that an Indemnified Party fails to claims of third parties for which indemnification is payable hereundertimely and in good faith defend against any such claim, such indemnification shall be paid by each Indemnifying Party shall, after providing three days prior written notice to the Indemnified Party, have the right, but not the obligation, to defend and settle the same. In the event that the Indemnifying Party upon the earlier to occur of: (i) the entry of is, directly or indirectly, conducting a judgment defense against the Indemnified Party and the expiration of any applicable appeal periodsuch claim, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by cooperate with the Indemnifying Party upon demand by the Indemnified Partyin any such defense and make available to it all such witnesses, records, materials and information in its possession or under its control.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. . (a) There shall be no right to indemnification under this Agreement for any losses or claims arising out of or related to any breach of or any inaccuracy in any representation or warranty of a Party to this Agreement, with respect to which a claim for indemnification is made following the expiration of the applicable survival periods of such representation or warranty as set forth in Section 5.1 of this Agreement. (b) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, shall give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty thirty (6030) Business Days calendar days of the receipt first Knowledge of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnityclaim; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudicedprejudiced by such failure or such notice is given after expiration of the applicable survival period of the underlying representation or warranty. The Such notice shall specify whether the claim arises as a result of a claim by a Person other than a Party against the Indemnified Party (a “Third Party Claim”) or whether the claim is made directly by the Indemnified Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available): 1. the factual basis for the claim; and; 2. the amount of the claim, if known. If, through the sole fault of the Indemnified Party, the Indemnifying Party does not receive notice of any claim in time to effectively contest the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off, as against the amount claimed by the Indemnified Party, the amount of any losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis. (c) With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the claim, the Indemnifying Party shall have thirty (30) calendar days to make such investigation of the claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the claim, together with all such other information as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such thirty (30) calendar day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the claim or if the Indemnified Party is Mesa, it may setoff such mutually agreed upon claim against the Holdback Amount. If the Parties are unable to agree on the validity or the amount of the claim, such issues shall be resolved solely by arbitration in accordance with the provisions of Section 5.4 of this Agreement. (d) With respect to any Third Party Claims, the Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) calendar days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld withheld, delayed or delayedconditioned), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claimThird Party Claim. The Indemnifying Party shall not settle any such claim Third Party Claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect a Material Adverse Effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting defending any such claim Third Party Claim in good faith, the Indemnified Party may shall not pay or settle such claim only at its own expense Third Party Claim and the Indemnifying Party will not be responsible for the fees of separate legal counsel to representing the Indemnified Party, unless the named parties to any proceeding include both parties or Parties and representation of both parties Parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwiseinappropriate. If the Indemnifying Party does not make such election, or disputes its obligation to indemnify in respect to such Third Party Claim, or having made such election does not, in the reasonable opinion of the Indemnified Party Party, proceed diligently to defend such claimThird Party Claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party (only if the Indemnifying Party is obligated hereunder this Article V to indemnify the other Party), elect to take over the defense of and proceed to handle such claim Third Party Claim in its discretion and the Indemnifying Party shall (only if the Indemnifying Party is obligated hereunder this Article V to indemnify the other Party) be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claimThird Party Claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. Third Party Claim. (e) The parties Parties agree to cooperate in defending such third party claims any Third Party Claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties Parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With . (f) Subject to subsection 5.3.3(g) of this Agreement, with regard to any claims of third parties for which indemnification is becomes due and payable hereunder, such indemnification shall be paid by the Indemnifying Party hereunder, such claims shall be paid promptly by the Indemnifying Party, provided that with respect to claims to which the following apply, then upon the earlier earliest to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) calendar days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of a claim, in which case the claim. Notwithstanding Indemnifying Party shall make payment in accordance with the foregoing, terms of the settlement agreement; or (iv) in the case of the reasonable expenses of counsel to the Indemnified Party Party, the same shall be reimbursed on a current basis by the Indemnifying Party. With regard . (g) If there is a Mesa Loss, Mesa, at its option, shall be entitled to other claims receive payment equivalent to the amount of the Mesa Loss out of the Holdback Amount, upon the earliest to occur of the events listed in subsections 5.3.3(f) (i), (ii) or (iii) of this Agreement. (h) The amount of any Mesa Loss or NBBS Loss for which any Indemnified Party claims indemnification is payable hereunder, such indemnification under this Agreement shall be (i) reduced by any insurance proceeds actually received from a third party insurer (net of reasonable costs incurred by such Indemnified Party to enforce payment from such third-party insurer) by such Indemnified Party with respect to such loss; (ii) decreased to take account of any net Tax benefit actually incurred or realized by such Indemnified Party as a result of such loss; and (iii) reduced by indemnification, reimbursement, credits, rebates, refunds or other payments actually received by such Indemnified Party from third parties with respect to such loss (net of reasonable costs incurred by any Indemnified Party to obtain such indemnification, reimbursement, credits, rebates, refunds or other payments). (i) Notwithstanding anything to the contrary in this Agreement, NBBS and the Members shall not be responsible for any Mesa Loss in excess of the amount of the Purchase Price actually paid promptly by to NBBS. (j) Each Party hereto shall take, and cause their Affiliates to take, all reasonable steps to mitigate any NBBS Loss or Mesa Loss, as applicable, upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the Indemnifying Party upon demand by minimum extent necessary to remedy the Indemnified Partyclaim that gives rise to such Loss.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement (a) Novartis shall notify Regeneron within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of becoming aware of any liability claim of claims asserted or threatened against Novartis which might could give rise to a claim for indemnityright of indemnification under this Agreement; provided, however, that any the failure to give such notice will shall not waive any rights relieve Regeneron of the Indemnified Party its indemnity obligation hereunder except to the extent the that such failure materially prejudices its rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party hereunder. (b) If Regeneron has acknowledged in writing to Novartis its responsibility for defending such claim, Regeneron shall have the rightright to defend, at its electionsole cost and expense, to take over the defense or settlement of such claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by Regeneron to a final conclusion or settled at Regeneron’s discretion; provided, however, that Regeneron may not enter into any compromise or settlement unless (i) such compromise or settlement includes as an unconditional term thereof, the giving written notice by each claimant or plaintiff to Novartis and the other Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with Parties of a release from all liability in respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing claim; and (subject ii) Novartis consents to the Indemnified Party’s approval of such counselcompromise or settlement, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting delayed unless such compromise or settlement involves (A) any such claim in good faith, the Indemnified Party may pay admission of legal wrongdoing by Novartis or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the any other Indemnified Party, unless (B) any payment by Novartis or any other Indemnified Party that is not indemnified hereunder or (C) the named parties to imposition of any proceeding include both parties equitable relieve against Novartis or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the any other Indemnified Party. (c) Novartis may participate in, due to conflicts of interest or otherwise. If the Indemnifying Party does but not make such electioncontrol, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith of any claim controlled by Regeneron pursuant to this Section 8.2 and shall bear its own costs and expenses with respect to such claim. In connection therewithparticipation; provided, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any however, that Regeneron shall bear such claim. The parties agree to cooperate in defending costs and expenses if counsel for Regeneron shall have reasonably determined that such third party claims counsel may not properly represent both Regeneron and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified PartyParties.

Indemnity Procedure. A Each party or parties hereto agreeing (an "INDEMNIFIED PARTY") shall give notice to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and each of the other party or parties claiming indemnity is referred to as (each, an "INDEMNIFYING PARTY") within a reasonable time after the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted has knowledge of any claim against such party by Indemnifying Party as to which recovery may be sought hereunder because of any third partyindemnity set forth above, or because of the commencement of any legal proceedings which may give written notice rise to any indemnity set forth above, whichever shall first occur, and shall permit the Indemnifying Party to assume the defense of any liability which might give rise such claim or any litigation resulting from such claim. The failure by any Indemnifying Party to a claim for indemnity under this Agreement within sixty (60) Business Days notify such Indemnified Party of the receipt of any written Indemnifying Party's election to defend such claim from any such third party, but not later than twenty or litigation within fifteen (2015) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which after notice hereof by the Indemnified Party may seek indemnification, give prompt written notice to the shall be deemed a waiver by such Indemnifying Party of its rights to defend such claim and any liability which might give rise to a claim for indemnitylitigation resulting therefrom; providedPROVIDED, howeverHOWEVER, that any the failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The to so notify such Indemnified Party shall not affect any indemnity obligation of the Indemnifying Party hereunder. If any one or more of the Indemnifying Parties assumes the defense of any such claim or litigation resulting therefrom, such Indemnifying Parties shall have the right, at its election, to take over all reasonable steps necessary in the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is requiredlitigation resulting therefrom. If the No Indemnifying Party makes such electionshall, it may conduct in the defense of such claim through counsel or any litigation therefrom, consent to the entry of its choosing any judgment (subject to except with the consent of the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld withheld) or delayed), shall be solely responsible for enter into any settlement (except with the expenses consent of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld) which does not include, as an unconditional term thereof, the giving by the claimant or delayed)the plaintiff to the Indemnified Party of a release from all liability with respect to such claim or litigation. So long as the If no Indemnifying Party is diligently contesting assumes the defense of any such claim or litigation resulting therefrom in good faithaccordance with the foregoing procedure, the Indemnified Party may pay or settle defend any such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate litigation in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then manner as the Indemnified Party may (after written notice to reasonably deem appropriate and may settle such claim or litigation on such terms as it may reasonably deem appropriate. In such event, the Indemnifying Party)Parties, at the expense of the Indemnifying Partyjointly and severally, elect shall promptly cause reimbursement to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make of the amount of such reasonable settlement and all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in good faith connection with the defense against or settlement of such claim or litigation. If no settlement of such claim or litigation is made, the Indemnifying Parties, jointly and severally, shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim. In connection therewithclaim or in such litigation as well as all reasonable expenses, the Indemnifying Party will fully cooperate with legal or otherwise, incurred by the Indemnified Party should the Indemnified Party elect to take over in connection with the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, claim or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.litigation

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify indemnifying another party against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” "INDEMNIFYING PARTY," and the other a party or parties claiming entitled to indemnity is referred to as the “Indemnified Party”. "INDEMNIFIED PARTY." (i) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the each Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days 30 business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the each Indemnifying Party of any liability which might give rise to a claim for indemnity; providedPROVIDED, howeverHOWEVER, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced or the ability of the Indemnifying Party to cure a claim or mitigate damages is materially prejudiced. The . (ii) As to any claim, action, suit or proceeding by a third party, the Indemnifying Party shall have the rightbe entitled, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation together with the Indemnified Party, to participate in the defense, compromise or settlement of any such matter through the Indemnifying Party's own attorneys and no at its own expense. With regard to claims of third parties for which indemnification is payable hereunder, such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may indemnification expense shall be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as paid by the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel subject to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate limitations in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may Sections 6.3(c)(iv) and 6.3(d); (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and i) the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereundersuch matter; and (ii) the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof; and (iii) it being understood that the Indemnified Party shall control any such defense, all at the Indemnifying Party's expense to the extent of such limitations.. (iii) An Indemnifying Party shall not make any settlement of any claims without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the Indemnified Party or its assets, employees or business. (iv) With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier earliest to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgmentjudgment or if earlier the date that the Indemnified Party must post any bond with respect to any judgment or other judicial ruling; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding ; or (iv) with respect to indemnities for Tax liabilities, upon the foregoing, the reasonable expenses issuance of counsel any resolution by a taxation authority to the Indemnified Party shall be reimbursed on extent the Buyer is subject to an attachment, a current basis by lien, or the Indemnifying Partytaxing authority can pursue collection without adjudication. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party. (v) Any indemnification payment pursuant to SECTION 6.3(A) hereof shall constitute a reduction in the Purchase Price hereunder.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”". An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwiseinappropriate. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that there is no dispute as to the applicability of indemnification, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. ". (i) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that (i) any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The , and (ii) with respect to claims by a party hereto, the Indemnifying Party shall have a period of twenty (20) days in which to cure or otherwise remedy any claim, provided, that if such breach or claim can be cured within sixty (60) days, the Indemnified Party shall have up to sixty (60) days in which to cure such claim and the parties shall first reasonably attempt to settle any disputes regarding the amount of indemnification through direct discussions. (ii) With respect to claims by a third party, the Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwiseinappropriate. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after 20 days prior written notice to the Indemnifying Party, or such shorter period as may be necessary in order that the Indemnified Party's rights are not prejudiced), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the 18 Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. . (iii) The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. . (iv) With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claimclaim in accordance herewith. Notwithstanding the foregoing, provided that there is no dispute as to the applicability of indemnification, the reasonable legal fees and expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such legal fees and expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party Contracting Party seeking indemnification under Section 13.1 or parties hereto agreeing Section 13.2, as applicable (the "Indemnified Party"), shall provide prompt notice to the other Contracting Party (the "Indemnifying Party") for the Claim against which it seeks to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as indemnified. The failure by the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligation under this Agreement shallSection 13, with respect except to claims asserted against the extent that such party by any third party, give written notice failure results in material prejudice to the Indemnifying Party as a result of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the failure. The Indemnified Party may seek indemnification, give prompt written notice to shall allow the Indemnifying Party to, and the Indemnifying Party shall within 10 Business Days after receipt of such notice, direct the defense and settlement of any liability which might give rise such Claim, with counsel of the Indemnifying Party's choosing, and shall endeavor to a claim provide the Indemnifying Party, at the Indemnifying Party's expense, with information and assistance that is reasonably necessary for indemnity; providedthe defense and settlement of the Claim. The Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense of such Claim, however, that any failure to give but the fees and expenses of such notice will not waive any rights counsel shall be at the expense of the Indemnified Party except to unless: (1) the extent employment of counsel by the rights Indemnified Party has been authorized by the Indemnifying Party; (2) the Indemnified Party has been advised by its counsel in writing that there is a conflict of interest between the Indemnified Party and the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have in the right, at its election, to take over the defense or settlement conduct of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing the Claim (subject to in which case the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice have the right to and consultation with direct the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect defense of the Claim on the Indemnified Party may be agreed to without the written consent behalf of the Indemnified Party (which consent but shall not be unreasonably withheld or delayed). So long as remain responsible to indemnify the Indemnifying Party is diligently contesting any for all expenses in connection with such claim in good faith, the Indemnified Party may pay Claim); or settle such claim only at its own expense and (3) the Indemnifying Party will has not be responsible for in fact employed counsel to assume the defense of the Claim following receipt of the notice; provided as herein required, in each case, the fees and expenses of separate legal such counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would shall be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the . The Indemnifying Party shall be bound by not enter into any defense or settlement of such Claim that does not include a full release of the Indemnified Party may make in good faith with respect to such claim. In connection therewithor involves a remedy other than the payment of money, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against without the Indemnified Party; or (iii) a settlement of the claim's consent. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.- Prudential Confidential-

Indemnity Procedure. A party (a) If a TBIL Indemnitee or parties hereto agreeing Takeda Indemnitee (each, an “Indemnified Party”) shall receive notice or otherwise learn of the assertion or commencement of any Third Party Claim with respect to be responsible for which Takeda or to indemnify against any matter pursuant to this Agreement is referred to herein as TBIL, respectively, (each, the “Indemnifying Party” ”) may be obligated to provide indemnification to such Indemnified Party pursuant to Section 14.1 or Section 14.2, or any other section of this Agreement, such Indemnified Party shall give such Indemnifying Party written notice thereof clearly stating such Third Party Claim and identifying the Indemnified Party seeking indemnification hereunder (“Indemnification Notice”) as promptly as practicable (and in any event within forty-five (45) Business Days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other party or parties claiming indemnity Person to give an Indemnification Notice shall not relieve the related Indemnifying Party of its obligations under this Article XIV, except to the extent, and only to the extent, that such Indemnifying Party is referred materially prejudiced by such failure to as give notice. (b) An Indemnifying Party may elect (but shall not be required) to defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel (which counsel shall be reasonably satisfactory to the “Indemnified Party”. An Indemnified ), any Third Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to Claim; provided that the Indemnifying Party shall not be entitled to defend and shall pay the reasonable fees and expenses of one separate counsel for any liability which might give rise to a Indemnified Parties if the claim for indemnity under this Agreement within sixty indemnification relates to or arises in connection with any criminal action, indictment or allegation. Within forty-five (6045) Business Days of after the receipt of any written claim from any an Indemnification Notice (or sooner, if the nature of such third partyThird Party Claim so requires), but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which Indemnifying Party shall notify the Indemnified Party may seek indemnification, give prompt written notice to of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions to its defense. After notice from an Indemnifying Party to an Indemnified Party of any liability which might give rise its election to assume the defense of a claim for indemnityThird Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party; provided, however, that any failure in the event that the Indemnifying Party has elected to give such notice will not waive any rights assume the defense of the Indemnified Third Party except Claim but has specified, and continues to assert, any reservations or exceptions in such notice, the reasonable fees and expenses to the extent the rights related to such matters of one separate counsel for all Indemnified Parties shall be borne by the Indemnifying Party are materially prejudiced. The Party. (c) If an Indemnifying Party shall have the rightelects not to assume responsibility for defending a Third Party Claim, at its election, or fails to take over the defense or settlement of such claim by giving written notice to the notify an Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayedelection as provided in Section 14.3(b), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Third Party may (after written notice to the Indemnifying Party), Claim at the sole expense of the Indemnifying Party, elect to take over the defense of . Any reasonable legal fees and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound expenses incurred by any defense or settlement that the Indemnified Party may make in good faith connection with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification claim shall be paid by the Indemnifying Party upon at the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any then applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of regular rates charged by counsel to the Indemnified Party. ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (d) Unless the Indemnifying Party shall be reimbursed on a current basis by has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party. With regard If an Indemnifying Party has failed to other claims assume the defense of the Third Party Claim within the time period specified in Section 14.3(b) above, absent any bona fide dispute as to whether such Third Party Claim is subject to such Indemnifying Party’s indemnification obligations for which indemnification such Indemnifying Party is payable hereundersuccessful, it shall not be a defense to any obligation to pay any amount in respect of such indemnification shall be paid promptly by Third Party Claim that the Indemnifying Party upon demand was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability. (e) In the case of a Third Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third Party Claim without the prior written consent of the Indemnified Party if the effect thereof is (i) to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnified Party or (ii) to ascribe any fault on any Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of the Third Party Claim, and the Third Party Claim concerns Intellectual Property owned by the other Party or any of its Affiliates, or to which such other Party or any of its Affiliates have rights, the Indemnifying Party shall reasonably cooperate with such other Party with respect to such aspects of the Third Party Claim that concern the ownership, validity, enforceability, or scope of such Intellectual Property, including by not making any admission or offer of settlement in such Third Party Claim that could reasonably be expected to have any prejudice or adverse effect with respect thereto or that grants a license, covenant not to xxx or other rights with respect to such Intellectual Property. Notwithstanding anything to the contrary herein, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. ". (i) An Indemnified Party under this Agreement shall, with respect to claims for Losses asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of Agreement, to the receipt of any written claim from any such third partyextent reasonably possible, but not later than twenty ten (2010) days prior to, with respect to claims for losses arising after the date hereof the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party Party, except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying . (ii) Subject to Section 5.3(c)(iii), the Indemnified Party shall have the rightright to conduct and control, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to choosing, the Indemnified Party’s approval of such counseldefense, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense compromise or settlement of any third Person claim, action or suit against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnifying Party hereunder, and in any such case the claim. The Indemnifying Party shall not settle any cooperate in connection therewith and shall furnish such claim without prior notice to records, information and consultation with the Indemnified Partytestimony and attend such conferences, discovery proceedings, hearings, trials and no such settlement involving any equitable relief or which might have an adverse effect on appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, that the Indemnifying Party may be agreed participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnified Party has so elected to conduct and control the defense thereof; and provided, further, that the Indemnified Party shall not, without the written consent of the Indemnified Indemnifying Party (which written consent shall not be unreasonably withheld withheld), pay, compromise or delayed). So long as settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnifying Party is diligently contesting any shall fail, within 14 days after the making of such claim request, to acknowledge and agree in good faithwriting that, if such claim, action or suit shall be adversely determined, such Indemnifying Party has an obligation to provide indemnification hereunder to such Indemnified Party. Notwithstanding the foregoing, the Indemnified Party may pay shall have the right to pay, settle or settle compromise any such claim only at its own expense and claim, action or suit without such consent, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld. (iii) If any third Person claim, action or suit against any Indemnified Party is (x) solely for money damages or (y) if the Seller is the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend and such claim, action, or suit will not have a Material Adverse Effect, then the Indemnified Party may with respect to each of (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of x) and proceed to handle such claim in its discretion and (y) above the Indemnifying Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any such third Person claim, action or suit against such Indemnified Party as to which indemnification will be bound sought by any defense or settlement Indemnified Party from any Indemnifying Party hereunder if the Indemnifying Party has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnifying Party has an obligation to provide indemnification to the Indemnified Party in respect thereof, and in any such case the Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith; provided, that the Indemnified Party may make participate, through -------- counsel chosen by it and at its own expense, in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim, action or suit as to which the Indemnifying Party has so elected to conduct and control the defense thereof. The parties agree to cooperate in defending such third party claims and Notwithstanding the foregoing, the Indemnified Party shall provide have the right to pay, settle or compromise any such cooperation and claim, action or suit, provided that in such access event the Indemnified Party shall -------- waive any right to its books, records and properties (subject to indemnity therefor hereunder unless the execution Indemnified Party shall have sought the consent of appropriate non-disclosure agreements) as the Indemnifying Party to such payment, settlement or compromise and such consent was unreasonably withheld, in which event no claim for indemnity therefor hereunder shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. be waived. (iv) With regard to any and all claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: of (the "Final Determination"): (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that there is no good faith dispute as to the applicability of indemnification, the reasonable legal fees and expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such legal fees and expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A In any case in which indemnification is sought hereunder: At the indemnifying party’s option, the indemnifying party may assume the handling, settlement or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party defense of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is requiredlitigation. If the Indemnifying Party makes indemnifying party assumes the handling, settlement or defense of any such electionclaim or litigation, it may conduct the party to be indemnified shall cooperate in the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Partylitigation, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith indemnifying party’s obligation with respect to such claim. In claim or litigation shall be limited to holding the indemnified party harmless from any final judgment rendered on account of such claim or settlement made or approved by the indemnifying party in connection therewith, and expenses and reasonable attorneys fees of the Indemnifying Party will indemnified party incurred in connection with the defense of such claim or litigation prior to the assumption thereof by the indemnifying party and any reasonable out-of-pocket expenses for performing such acts as the indemnifying party shall request. If the indemnifying party does not assume the handling, settlement or defense of any such claim or litigation, the indemnifying party shall, in addition to holding the indemnified party harmless from the amount of any damages awarded in any final judgment entered on account of such claim, reimburse the indemnified party for reasonable costs and expenses and reasonable attorneys fees of the indemnified party incurred in connection with the defense of any such claim or litigation; and The party seeking indemnification shall fully cooperate with the Indemnified Party should reasonable requests of the Indemnified Party elect to take over the defense other party in its participation in, and control of, any compromise, settlement, litigation or other resolution or disposition of any such claim. The parties agree indemnifying party shall not consent to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a any final judgment against in any action without the Indemnified Party and the expiration of any applicable appeal periodindemnified party’s prior written approval, or if earlier, five (5) days prior not to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partyunreasonably withheld.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. An ." The Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, shall give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnityof indemnity under this Agreement; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially actually prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties As to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party)action, at the expense of the Indemnifying Partysuit or proceeding by a third party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any entitled to assume defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claimthereof (at its expense). The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereundersuch matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims If in the Indemnified Party's reasonable judgment, a conflict of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against interest between the Indemnified Party and the expiration Indemnifying Party exists in respect of any applicable appeal perioda claim, or or, if earlierthe Indemnifying Party, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against after written notice from the Indemnified Party; or (iii) , fails to take timely action to defend a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by may assume defense of such claim or action with counsel of its choosing at the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party's cost.

Indemnity Procedure. A All claims for indemnification by a party or parties hereto agreeing seeking to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the indemnified (an “Indemnified Party”. An ) under this Article X shall be asserted and resolved as follows: (a) In the event that any claim or demand for which the HRB Bank Indemnifying Parties or Republic, as applicable (each, an “Indemnifying Party”) would be liable to an Indemnified Party under this Agreement shall, with respect to claims hereunder is asserted against or sought to be collected from such party Indemnified Party by any a third party, including a Governmental Entity (a “Third Party Claim”), such Indemnified Party shall with reasonable promptness give written notice (the “Claim Notice”) to the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand). Failure to provide a Claim Notice of any liability which might give rise to a such claim for indemnity or demand shall not affect the Indemnifying Party’s duties or obligations under this Agreement within sixty Article X, except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have ten (6010) Business Days days from the delivery or mailing of the receipt Claim Notice (the “Notice Period”) to notify the Indemnified Party (i) whether or not it disputes the liability of any written claim from any such third party, but not later than twenty (20) days prior the Indemnifying Party to the date any answer or responsive pleading is due, and Indemnified Party hereunder with respect to other matters for which such claim or demand, and (ii) whether or not it desires, at the cost and expense of the Indemnifying Party, to defend the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a against such claim for indemnityor demand; provided, however, that any failure Indemnified Party is hereby authorized, but is not obligated, prior to give such notice will not waive and during the Notice Period, to file any rights motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnified Indemnifying Party, and provided further, that in respect of a claim or demand for Taxes no such right of the Indemnifying Party except to defend shall apply unless and to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is requiredconsents. If the Indemnifying Party makes such election, notifies the Indemnified Party within the Notice Period that it may conduct desires to defend the defense of Indemnified Party against such claim through counsel of its choosing (or demand, the Indemnifying Party shall, subject to the Indemnified Party’s approval preceding sentence and the last sentence of such counselthis paragraph, which approval shall not be unreasonably withheld or delayed)have the right to control the defense against the claim by all appropriate proceedings and any settlement negotiations; provided, shall be solely responsible for however, that to the expenses satisfaction of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, the Indemnifying Party shall indemnify and no such settlement involving any equitable relief or which might have an adverse effect on secure the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any against such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties contested claims by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest posting a bond or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in undertakes the reasonable opinion defense of the Indemnified Third Party proceed diligently to defend such claimClaim, then the Indemnified Party may (after written notice shall have the right to participate in the defense of the Third Party Claim at its own expense. If the Indemnifying Party fails to respond to the Indemnifying Party)Indemnified Party within the Notice Period or after electing to defend fails to commence or diligently pursue such defense, then the Indemnified Party shall have the right, but not the obligation, to undertake or continue the defense of and to compromise or settle (exercising reasonable business judgment) the claim or other matter, all on behalf, for the account and at the expense risk of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, if the reasonable expenses basis of the proceeding relates to a condition or operations which existed or were conducted both prior to and after the Closing Date, each party shall have the same right to participate in the proceeding without either party having the right of control. (b) If requested by the Indemnifying Party, the Indemnified Party agrees, at the Indemnifying Party’s expense, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest. (c) If any Indemnified Party should have a claim or demand against the Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall be reimbursed on send a current basis by Claim Notice with respect to such claim or demand to the Indemnifying Party. With regard Failure to other claims for which indemnification is payable hereunderprovide a Claim Notice of any such claim or demand shall not affect the Indemnifying Party’s duties or obligations under this Article X, such indemnification shall be paid promptly by except to the extent the Indemnifying Party upon demand is materially prejudiced thereby. If the Indemnifying Party disputes such claim, such dispute shall be resolved by mutual agreement of the Indemnifying Party and Indemnified PartyParty or by litigation in an appropriate court of competent jurisdiction.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. PCD Losses or Mesa Losses are referred to herein as “Losses”. (a) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty twenty (6020) Business Days calendar days of the receipt of any written claim from any such third party, but not later than twenty thirty (2030) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice as soon as practicable to the Indemnifying Party after the Indemnified Party becomes aware of any liability fact, event or condition which might may give rise to a claim for indemnity; provided, however, that any . Any failure to give such notice will not shall waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. . (b) The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claimclaim as between it and the third party, subject to any right of appeal. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might is likely to have an a material adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, proceed in the reasonable opinion of the Indemnified Party proceed diligently a commercially diligent manner to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion reasonable discretion. The Indemnified Party shall not settle any such claim without prior notice to and consultation with the Indemnifying Party shall be bound by any defense if such settlement involves equitable relief or settlement that would have a material adverse effect on the Indemnified Indemnifying Party may make (unless Indemnifying Party does not respond or otherwise act in good faith with respect to such claimfaith). In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. . (c) The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. . (d) With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier earliest to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that there is no dispute as to the applicability of indemnification and provided that the Indemnifying Party is responsible under Subsection (b) above for the fees of the Indemnified Party’s separate legal counsel, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified PartyParty if Indemnifying Party agrees with such assertion or five (5) days subsequent to the entry of the judgment against Indemnified Party and the expiration of any applicable appeal period .

Indemnity Procedure. (a) A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to herein as the “"Indemnified Party”. ". (b) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, shall give prompt written notice to the Indemnifying Party of any liability liability, which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of Agreement. As to any written claim from any such claim, action, suit or proceeding by a third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim exercisable by giving written notice to notifying the Indemnified Party at least fifteen (15) within twenty days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense after receipt of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with from the Indemnified Party, to assume the entire control of the defense, compromise or settlement thereof, all at the Indemnifying Party's expense including employment of counsel, and no such settlement involving any equitable relief or which might have an adverse effect on in connection therewith the Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under its control. The Indemnified Party may be agreed at its expense, if it so elects, designate its own counsel to without participate with counsel designated by the written consent Indemnifying Party in the conduct of any such defense. If the defense of any such matter is tendered to the Indemnifying Party by notice as set forth above and the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as is entitled to indemnification pursuant hereto with respect to such matter, and the Indemnifying Party is diligently contesting any such claim in good faithdeclines or otherwise fails to (1) promptly pay or settle the same, or (2) vigorously investigate and defend the same, the Indemnified Party may pay or settle such claim only at its own expense investigate and defend the same and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of reimburse the Indemnified Party proceed diligently to defend such claimfor all judgments, then the Indemnified Party may (after written notice to the Indemnifying Party)settlement payments and reasonable expenses, at the expense of the Indemnifying Partyincluding reasonable attorneys' fees, elect to take over the defense of incurred and proceed to handle such claim paid by it in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”". An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim, subject to the Indemnifying Party's approval of such defense or settlement, which approval shall not be unreasonably withheld or delayed. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party, to the extent such expenses are required to be paid pursuant to this Agreement. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. An ." The Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, shall give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnityof indemnity under this Agreement; provided, however, that any failure to give such notice will shall not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially actually prejudiced. The As to any claim, action, suit or proceeding by a third party, the Indemnifying Party shall have the right, be entitled to assume defense thereof (at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15expense) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If provided that counsel for the Indemnifying Party makes such election, it may who shall conduct the defense of such claim through counsel of its choosing (subject to shall be approved by the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claimwithheld. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereundersuch matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims If in the Indemnified Party's reasonable judgment, a conflict of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against interest between the Indemnified Party and the expiration Indemnifying Party exists in respect of a claim, or, if the Indemnifying Party, after written notice from the Indemnified Party, fails to take timely action to defend a claim, the Indemnified Party may assume defense of such claim or action with counsel of its choosing at the Indemnifying Party's cost. An Indemnifying Party shall not make any settlement of any applicable appeal periodclaim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement (i) involving injunctive or if earlierother equitable relief against the Indemnified Party or its assets, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; employees or business or (ii) which does not include as an unconditional term thereof the entry of an unappealable judgment giving by the claimant or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel plaintiff to the such Indemnified Party shall be reimbursed on of a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, release from all liability in respect of such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partyclaim or litigation.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. Amega Losses or Mesa Losses are referred to herein as “Losses”. (a) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty thirty (6030) Business Days calendar days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice as soon as practicable to the Indemnifying Party after the Indemnified Party becomes aware of any liability fact, event or condition which might may give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. . (b) The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwiseinappropriate. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party Party, proceed diligently in a commercially diligent manner to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. . (c) The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. . (d) With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier earliest to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that there is no dispute as to the applicability of indemnification and provided that the Indemnifying Party is responsible under Subsection (b) above for the fees of the Indemnified Party’s separate legal counsel, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party (a) Any Person who or parties hereto agreeing which is entitled to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the seek indemnification under Section 8.1 (an “Indemnified Party”. An Indemnified ) shall promptly notify the other Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the (“Indemnifying Party Party”) of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters Losses for which it seeks indemnification hereunder. Failure of the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will shall not waive any rights relieve the Indemnifying Party from Losses on account of this indemnification, except if and only to the extent that the Indemnifying Party is actually prejudiced thereby. Thereafter, the Indemnified Party except shall deliver to the extent Indemnifying Party, promptly after the rights Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnifying Indemnified Party are materially prejudicedrelating to the Losses and underlying facts and circumstances. The Indemnifying Party shall have the right, at its election, right to take over assume the defense or settlement of the Indemnified Party with respect to any legal action relating to such claim by giving Losses (“Indemnified Claim”) upon written notice to the Indemnified Party at least fifteen delivered within thirty (1530) days prior to after receipt of the time when an answer or other responsive pleading or particular notice with respect thereto is required. If from the Indemnified Party. (b) So long as the Indemnifying Party makes such electionhas assumed the defense of the Indemnified Claim in accordance herewith and notified the Indemnified Party in writing thereof, (1) the Indemnified Party may retain separate co-counsel, at its sole cost and expense, and participate in the defense of the Indemnified Claim, it may conduct being understood that the Indemnifying Party shall pay all reasonable costs and expenses of counsel for the Indemnified Party after such time as the Indemnified Party has notified the Indemnifying Party of such Indemnified Claim and prior to such time as the Indemnifying Party has notified the Indemnified Party that it has assumed the defense of such claim through counsel Indemnified Claim, (2) the Indemnified Party shall not consent to the entry of its choosing any judgment or enter into any settlement with respect to a Indemnified Claim without the prior written consent of the Indemnifying Party (subject not to be unreasonably withheld, conditioned or delayed) and (3) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Indemnified Party’s approval of such counsel, which approval shall not Claim to be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound paid by the results of its defense an Indemnifying Party (other than a judgment or settlement that is solely for money damages and is accompanied by a release of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with all indemnifiable claims against the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to ) without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld withheld, conditioned or delayed). So long as the . (c) The Indemnified Party and Indemnifying Party is diligently contesting any such claim shall cooperate in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of each Indemnified Claim (and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration Indemnifying Party agree with respect to all such Indemnified Claims that a common interest privilege agreement exists between them), including by (1) permitting the Indemnifying Party to discuss the Indemnified Claim with such officers, employees, consultants and representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (2) providing to the Indemnifying Party copies of documents and samples of products as the Indemnifying Party reasonably requests in connection DLI-0000000x0 with defending such Indemnified Claim, (3) preserving all properties, books, records, papers, documents, plans, drawings, electronic mail and databases relating to matters pertinent to the Indemnified Claim and under the Indemnified Party’s custody or control in accordance with such Party’s corporate documents retention policies, or longer to the extent reasonably requested by the Indemnified Party, (4) notifying the Indemnifying Party promptly of receipt by the Indemnified Party of any applicable appeal periodsubpoena or other third party request for documents or interviews and testimony, or if earlier, five and (5) days prior providing to the date that the judgment creditor has the right to execute the judgment; (ii) the entry Indemnifying Party copies of an unappealable judgment or final appellate decision against any documents produced by the Indemnified Party; Party in response to, or (iii) compliance with, any subpoena or other third party request for documents. In connection with any claims, unless otherwise ordered by a settlement of the claim. Notwithstanding the foregoingcourt, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on not produce documents to a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by Third Party until the Indemnifying Party upon demand by has been provided a reasonable opportunity to review, copy and assert privileges covering such documents, except to the extent (x) inconsistent with the Indemnified Party’s obligations under Applicable Law and (y) where to do so would subject the Indemnified Party or its employees, agents or representatives to criminal or civil sanctions.

Indemnity Procedure. A party The Buyer or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement its Successor shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party Sellers of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days 60 business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party Buyer may seek indemnification, give prompt written notice to the Indemnifying Party Sellers of any liability which might give rise to a claim for indemnity; provided. As to any claim, howeveraction, that any failure to give such notice will not waive any rights of suit or proceeding by a third party, the Indemnified Party except to Sellers shall be entitled, together with the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its electionBuyer, to take over participate in the defense defense, compromise or settlement of any such claim by giving written notice to matter through the Indemnified Party Sellers' own attorneys and at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claimtheir own expense. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party Buyer shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party Sellers shall reasonably request with respect to any matter for which indemnification is sought hereundersuch matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof, it being understood that the Sellers shall control any such defense. The Sellers shall not make any settlement of any claims without the written consent of the Buyer, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the Buyer or its assets, employees or business. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party Sellers upon the earlier earliest to occur of: (i) the entry of a judgment against the Indemnified Party Buyer and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgmentjudgment or if earlier the date that the Buyer must post any bond with respect to any judgment or other judicial ruling; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified PartyBuyer; or (iii) a settlement of the claim; or (iv) with respect to indemnities for Tax Liabilities, upon the issuance of any resolution by a taxation authority. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party Buyer shall be reimbursed on a current basis by the Indemnifying PartySellers. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon within ten (10) business days after demand by the Indemnified PartyBuyer.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”". 9.3.1. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. 9.3.2. The Indemnifying Party shall have the rightright to conduct and control, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to choosing, the Indemnified Party’s approval of such counseldefense, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense compromise or settlement of the any third person claim. The , action or suit against an Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnifying Party shall not settle hereunder, and in any such claim without prior notice to and consultation with case the Indemnified PartyParty shall cooperate in connection therewith and shall furnish such records, information and no testimony and attend such settlement involving any equitable relief or which might have an adverse effect on conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith; provided, that the Indemnified Party may be agreed participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnifying Party has so elected to conduct and control the defense thereof; and provided, further, that the Indemnified Party shall not, without the written consent of the Indemnified Indemnifying Party (which written consent shall not be unreasonably withheld withheld), pay, compromise or delayed). So long as settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnifying Party is diligently contesting any shall fail, within 14 days after the making of such claim request, to acknowledge and agree in good faithwriting that, if such claim, action or suit shall be adversely determined, such Indemnifying Party has an obligation to provide indemnification hereunder to such Indemnified Party. Notwithstanding the foregoing, the Indemnified Party may pay shall have the right to pay, settle or settle compromise any such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Partyclaim, unless the named parties to any proceeding include both parties action or representation of both parties by the same counsel would be inappropriate suit without such consent, provided, that in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of event the Indemnified Party proceed diligently shall waive any right to defend indemnity therefore hereunder unless such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claimconsent is unreasonably withheld. 9.3.3. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. 9.3.4. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying PartyParty if such expenses are required to be paid pursuant to this Agreement. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A Promptly after receipt by an indemnified party under Section 5(a) or parties hereto agreeing (b) of notice of the commencement of an action or claim to be responsible for which either such Section may apply, the indemnified party shall notify the indemnifying party in writing of the commencement of such action or claim, but the omission so to indemnify against any matter pursuant to this Agreement is referred to herein as notify the “Indemnifying Party” and indemnifying party shall not relieve the other indemnifying party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of from any liability which might give rise the indemnifying party may have to a the indemnified party under either such Section or otherwise (except where such omission shall have materially prejudiced the indemnifying party). In case any such action or claim for indemnity under this Agreement within sixty (60) Business Days shall be brought against an indemnified party and the indemnified party shall notify the indemnifying party of the receipt commencement of any written such action or claim, the indemnifying party shall be entitled to participate in such action or claim from any such third partyand, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent that the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its electionindemnifying party may desire, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct assume the defense of such action or claim through with counsel of its choosing (subject selected by the indemnifying party and approved by the indemnified party. After notice from the indemnifying party to the Indemnified Partyindemnified party of the indemnifying party’s approval election so to assume the defense of such counselaction or claim, which approval the indemnifying party shall not be unreasonably withheld liable to the indemnified party for any Losses subsequently incurred by the indemnified party in connection with the defense of such action or delayed)claim other than reasonable costs of investigation. Notwithstanding any provision of this Section 5(c) to the contrary, if in any action or claim as to which indemnity is or may be available, an indemnified party shall reasonably determine that its interests are or may be adverse, in whole or in part, to the interests of the indemnifying party or that there may be legal defenses available to the indemnified party which are or may be different from, in addition to, or inconsistent with the defenses available to the indemnifying party, the indemnified party may retain its own counsel in connection with such action or claim, in which case the indemnifying party shall be solely responsible for the any legal, accounting, and other fees and expenses of such defense and shall be bound reasonably incurred by the results of its defense or settlement on behalf of the indemnified party in connection with investigating or defending such action or claim. The Indemnifying Party In no event shall not settle an indemnifying party be responsible for any such legal fees and expenses for more than one counsel in connection with any one action or claim without prior notice to and consultation or in connection with separate but similar or related actions or claims in the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent same jurisdiction arising out of the Indemnified Party (which consent same general allegations. An indemnifying party shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible liable for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or a settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to action or claim effected without its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partywritten consent.

Indemnity Procedure. A party or parties hereto agreeing 70 (a) The Party entitled to be indemnification under this Article 17 (an “Indemnified Party”) shall notify the Party potentially responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as such indemnification (the “Indemnifying Party” and ”) within five (5) Business Days of becoming aware of any claim or claims asserted or threatened against the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might could give rise to a claim for indemnity right of indemnification under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnityAgreement; provided, however, that any the failure to give such notice will shall not waive any rights relieve the Indemnifying Party of the Indemnified Party its indemnity obligation hereunder except to the extent the that such failure materially prejudices its rights of hereunder. (i) If the Indemnifying Party are materially prejudiced. The has acknowledged in writing to the Indemnified Party the Indemnifying Party’s responsibility for defending such claim, the Indemnifying Party shall have the rightright to defend, at its electionsole cost and expense, to take over the defense or settlement of such claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party may not enter into any compromise or settlement unless (i) such compromise or settlement includes as an unconditional term thereof, the giving written notice by each claimant or plaintiff to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with of a release from all liability in respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing claim; and (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on ii) the Indemnified Party may be agreed consents to without the written consent of the Indemnified Party (such compromise or settlement, which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting delayed unless such compromise or settlement involves (A) any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees admission of separate legal counsel to wrongdoing by the Indemnified Party, unless the named parties to (B) any proceeding include both parties or representation of both parties payment by the same counsel would be inappropriate in Indemnified Party that is not indemnified hereunder or (C) the reasonable opinion imposition of counsel to any equitable relief against the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such electionelect to assume control of the defense of a claim or if a good faith and diligent defense is not being or ceases to be materially conducted by the Indemnifying Party, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then shall have the Indemnified Party may (after written notice to the Indemnifying Party)right, at the expense of the Indemnifying Party, elect upon ten (10) Business Days’ prior written notice to take over the Indemnifying Party of its intent to do so, to undertake the defense of and proceed to handle such claim in its discretion and for the account of the Indemnifying Party shall be bound (with counsel reasonably selected by any defense the Indemnified Party and approved by the Indemnifying Party, such approval not unreasonably withheld or settlement delayed), provided, that the Indemnified Party may make in good faith shall keep the Indemnifying Party apprised of all material developments with respect to such claim. In connection therewith, claim and promptly provide the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense copies of any such claim. The parties agree to cooperate in defending such third party claims all correspondence and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid documents exchanged by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. (ii) The Indemnified Party may participate in, but not control, any defense or settlement of any applicable appeal periodclaim controlled by the Indemnifying Party pursuant to this Section 17.2 and shall bear its own costs and expenses with respect to such participation; provided, or however, that the Indemnifying Party shall bear such costs and expenses if earliercounsel for the Indemnifying Party shall have reasonably determined that such counsel may not properly represent both the Indemnifying and the Indemnified Party. 71 (iii) The amount of any Damages for which indemnification is provided under this Article 17 will be reduced by the insurance proceeds received, five and any other amount recovered if any, by the Indemnified Party in respect of any Damages. (5iv) days prior If an Indemnified Party receives an indemnification payment pursuant to this Article 17 and subsequently receives insurance proceeds from its insurer with respect to the date that damages in respect of which such indemnification payment(s) was made, the judgment creditor has Indemnified Party will promptly pay to the right Indemnifying Party an amount equal to execute the judgment; difference (if any) between (i) the sum of such insurance proceeds or other amounts received, and the indemnification payment(s) received from the Indemnifying Party pursuant to this Article 17 and (ii) the entry of an unappealable judgment or final appellate decision against amount necessary to fully and completely indemnify and hold harmless the Indemnified Party from and against such Damages. However, in no event will such refund ever exceed the Indemnifying Party; or (iii’s indemnification payment(s) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partyunder this Article 17.

Indemnity Procedure. A party (a) The Indemnified Party(ies) agrees to give the Indemnifying Party(ies) written notice, as soon as is practicable, but in any event within thirty (30) days if possible, of any claim, suit, loss or parties hereto agreeing the discovery of facts upon which such Indemnified Party(ies) intends to be responsible base a request for indemnification under Section 6.1 or to indemnify against any matter pursuant to this Agreement is referred to herein as the Section 6.2 (collectively, a “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Claim”). (b) The Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice Party(ies) shall furnish promptly to the Indemnifying Party Party(ies) copies of all papers and official documents received in respect of any liability which might give rise Claim. The Indemnified Party(ies) shall cooperate with the Indemnifying Party(ies), at the Indemnifying Party(ies)’s expense, in providing witnesses and records necessary in the defense against any Claim. (c) With respect to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior Claim relating solely to the date any answer or responsive pleading is due, and with respect to other matters for which payment of money damages that will not (i) result in the Indemnified Party may seek indemnificationParty(ies)’s becoming subject to injunctive or other relief, give prompt written notice to (ii) require an admission of guilt or other responsibility or liability, or (iii) otherwise adversely affect the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any business interests or rights of the Indemnified Party except Party(ies) in any manner, and as to the extent the rights of which the Indemnifying Party are materially prejudiced. The Party(ies) shall have acknowledged in writing the obligation to indemnify the Indemnified Party(ies) hereunder, the Indemnifying Party Party(ies) shall have the rightsole right to defend, at its electionsettle, to take over the defense or settlement otherwise dispose of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If claim, on such terms as the Indemnifying Party makes such electionParty(ies), it may conduct the defense of such claim through counsel of in its choosing sole discretion (subject to the limitations of this Section), shall deem appropriate. (d) With respect to all other Claims the Indemnifying Party(ies) shall obtain the written consent of the Indemnified Party’s approval of such counselParty(ies), which approval shall not be unreasonably withheld withheld, prior to ceasing to defend, settling, or delayed), otherwise disposing thereof. (e) The Indemnifying Party(ies) shall not be solely responsible liable for the expenses any settlement or other disposition of such defense and shall be bound a Claim by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to Party(ies) that is reached without the written consent of the Indemnified Party Indemnifying Party(ies). (which consent shall not be unreasonably withheld or delayed). So long f) Except as the Indemnifying Party is diligently contesting any such claim in good faithprovided above, the Indemnified Party may pay or settle such claim only at its own expense costs and the Indemnifying Party will not be responsible for the expenses, including fees and disbursements of separate legal counsel to the Indemnified Partycounsel, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound incurred by any defense or settlement that the Indemnified Party may make Party(ies) in good faith connection with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification claim shall be paid by the Indemnifying Party upon Party(ies), without prejudice to the earlier Indemnifying Party(ies)’s right to occur of: (i) the entry of a judgment against contest the Indemnified Party Party(ies)’s right to indemnification and subject to refund in the expiration of any applicable appeal period, or if earlier, five event the Indemnifying Party(ies) is ultimately held not to be obligated to indemnify the Indemnified Party(ies). (5g) days prior to the date that the judgment creditor has The Indemnified Party(ies) shall always have the right to execute retain counsel and participate in the judgment; (ii) the entry of an unappealable judgment defense, negotiation or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partyany Claim at its/their own cost and expense.

Indemnity Procedure. (a) A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to herein as the “"Indemnified Party”. ". (b) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, shall give prompt written notice to the Indemnifying Party of any liability liability, which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of Agreement. As to any written claim from any such claim, action, suit or proceeding by a third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim exercisable by giving written notice to notifying the Indemnified Party at least fifteen (15) within twenty days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense after receipt of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with from the Indemnified Party, to assume the entire control of the defense, compromise or settlement thereof, all at the Indemnifying Party's expense including employment of counsel, and no in connection therewith the Indemnified Party shall cooperate fully to make available to the Indemnifying Party all pertinent information under its control. The Indemnified Party may at its expense, if it so elects, designate its own counsel to participate with counsel designated by the Indemnifying Party in the conduct of any such settlement involving defense. If the defense of any equitable relief such matter is tendered to the Indemnifying Party by notice as set forth above and the Indemnified Party is entitled to indemnification pursuant hereto with respect to such matter, and the Indemnifying Party declines or which might have an adverse effect on otherwise fails to (1) promptly pay or settle the same, or (2) vigorously investigate and defend the same, the Indemnified Party may be agreed to investigate and defend the same and the Indemnifying Party will reimburse the Indemnified Party for all judgments, settlement payments and reasonable expenses, including reasonable attorneys' fees, incurred and paid by it in connection therewith. (c) An Indemnified Party shall not make any settlement of any claim without the written consent of the Indemnified Party (Indemnifying Party, which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partywithheld.

Indemnity Procedure. A party or parties hereto agreeing to be ------------------- responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties ------------------ claiming indemnity is referred to as the “"Indemnified Party”". ----------------- An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days business days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwiseinappropriate. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that there is no dispute as to the applicability of indemnification, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party Party or parties Parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party Party or parties Parties claiming indemnity is referred to as the “Indemnified Party”. . (a) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party Party by any third partyThird Party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty ten (6010) Business Days calendar days of the receipt of any written claim from any such third partyThird Party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. . (b) The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen ten (1510) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld withheld, conditioned or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an a material adverse effect on the Indemnified Party may be agreed to without the written consent Consent of the Indemnified Party (which consent Consent shall not be unreasonably withheld withheld, conditioned or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party Party, proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its reasonable discretion and the Indemnifying Party shall be bound by any reasonable costs and expenses of defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. . (c) The parties Parties agree to cooperate in defending such third party any claims and for indemnification and, subject to appropriate confidentiality covenants, the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties Parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. . (d) With regard to claims of third parties Third Parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier earliest to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, if the Indemnifying Party elected not to take over the defense or settlement of a claim by a Third Party and the Indemnified Party is pursuing the defense or settlement of such claim and provided that there is no dispute as to the applicability of indemnification, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on by the Indemnifying Party if such expenses are a current basis by liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly following final determination by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A (a) Promptly after receipt by an indemnified party under Section 8.1 or parties hereto agreeing 8.2 of notice of the commencement of an action or claim to be responsible for which either such Section may apply, the indemnified party shall notify the indemnifying party in writing of the commencement of such action or claim. The failure so to indemnify against any matter pursuant to this Agreement is referred to herein as notify the “Indemnifying Party” and indemnifying party shall not relieve the other indemnifying party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of that the receipt of any written claim from any such third party, but not later than twenty (20) days prior indemnifying party may have to the date any answer or responsive pleading is dueindemnified party under either such Section, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent such failure shall have materially prejudiced the rights indemnifying party. (b) In case any such action or claim shall be brought against an indemnified party and the indemnified party shall notify the indemnifying party of the Indemnifying Party are materially prejudiced. The Indemnifying Party commencement of such action or claim, the indemnifying party shall have the right, at its electionbe entitled to participate in such action or claim and, to take over the defense or settlement of such claim by giving written notice extent that the indemnifying party may desire, to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct assume the defense of such action or claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense with counsel selected by the indemnifying party and approved by the Indemnifying Party will not be responsible for indemnified party. After notice from the fees of separate legal counsel indemnifying party to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion indemnified party of the Indemnified Party proceed diligently indemnifying party's election so to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over assume the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense action or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate indemnifying party shall not be liable to the indemnified party under either such Section for any legal, accounting, and other expenses subsequently incurred by the indemnified party in connection with the Indemnified Party should the Indemnified Party elect to take over the defense of such action or claim other than reasonable costs of investigation. (c) Notwithstanding any provision of this Section 8.3 to the contrary, if in any action or claim as to which indemnity is or may be available an indemnified party shall reasonably determine that its interests are or may be adverse, in whole or in part, to the interests of the indemnifying party or that there may be legal defenses available to the indemnified party that are or may be different from, in addition to, or inconsistent with the defenses available to the indemnifying party, the indemnified party may retain its own counsel in connection with such claim. The parties agree to cooperate action or claim and shall be indemnified by the indemnifying party for any legal, accounting and other expenses reasonably incurred by or on behalf of it in connection with investigating or defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, action or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A Upon receipt by a party or parties hereto agreeing entitled to be responsible for or to indemnify against any matter indemnification pursuant to this Agreement is referred to herein as Section 6 (the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. An Indemnified Party under this Agreement shall, ") of actual notice of any Losses (as defined in Section 6.1 hereof) with respect to claims asserted against which indemnity may be sought under this Agreement, the Indemnified Party shall promptly notify the party obligated to provide indemnification pursuant to this Section 6 (the "Indemnifying Party") in writing of such party Losses. Failure by any third party, give written notice the Indemnified Party to provide such notification to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but shall not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to relieve the Indemnifying Party of from any obligation or liability which might give rise to a claim for indemnity; providedthe Indemnifying Party may have on account of this Agreement or otherwise, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are shall have been materially prejudicedprejudiced by such failure. The Indemnifying Party shall have the right, at its election, right to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct assume the defense of any such claim through action related to the Losses, including the employment of counsel of its choosing (subject reasonably satisfactory to the Indemnified Party’s approval of . The Indemnified Party shall have the right to employ separate counsel in any such counselaction and participate in the defense thereof, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the Indemnifying Party has failed promptly to assume the defense and shall be bound by employ counsel or (ii) the results of its defense or settlement of named parties to any such action related to the claimLosses (including any impleaded parties) include the Indemnified Party and the Indemnifying Party and the Indemnifying Party has not employed counsel to defend the Indemnified Party for those claims to which the Indemnified Party is entitled to indemnification. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Partynot, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld withheld) settle, compromise or delayed). So long as consent to the Indemnifying Party is diligently contesting entry of any such claim in good faith, judgment and/or otherwise seek to terminate any pending or threatened action with respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party may pay is a party thereto) unless such settlement, compromise, consent or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion termination includes an unconditional release of the Indemnified Party proceed diligently to defend from all potential Losses arising out of such claim, then action. The Indemnifying Party shall reimburse the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim for all Losses as they are incurred in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party's rights under this Agreement.

Indemnity Procedure. A party Living Data or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement Vasomedical, whichever is referred to herein as applicable (the “Indemnifying 'Indemnified Party” and "), shall promptly notify the other party (the "Indemnifying Party") of any claim, demand, action, or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party proceeding for which indemnification will be sought under this Agreement shallArticle 8 and, with respect to claims asserted against if such claim, demand, action, or proceeding is a third party by any third partyclaim, give written notice to demand, action, or proceeding (a "Proceeding"), the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the right, right at its election, expense to take over assume the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through thereof using counsel of its choosing (subject reasonably acceptable to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnified Party shall have the right to participate, at its own expense, with respect to any such Proceeding. In connection with any such proceeding, the Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed shall cooperate with each other and provide each other with access to without relevant books and records in its possession. Notwithstanding anything in the written consent of foregoing to the Indemnified contrary, an indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as will have the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at right to retain its own expense and the Indemnifying Party will not be responsible for counsel, with the fees of separate legal counsel and expenses to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties be paid by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect if representation of such Indemnified Party would be inappropriate due to take over actual or potential conflict of interests between such Indemnified Party and any other party represented by such counsel in such Proceeding. No such Proceeding shall be settled without the defense prior written consent of both the Indemnified Party and proceed the Indemnifying Party. If a firm written offer is made to handle settle any Proceeding and the Indemnified Party refuses to consent to such claim in its discretion and settlement, then: (i) the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewithexcused from, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide be solely responsible for, all further defense of such cooperation Proceeding and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement maximum liability of the claim. Notwithstanding Indemnifying Party relating to such Proceeding shall be the foregoing, amount of the reasonable expenses of counsel to proposed settlement if the amount thereafter recovered from the Indemnified Party shall be reimbursed on a current basis by such Proceeding is greater than the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by amount of the Indemnifying Party upon demand by the Indemnified Partyproposed settlement.

Indemnity Procedure. A party (a) Any Person who or parties hereto agreeing which is entitled to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the seek indemnification under Section 8.1 (an “Indemnified Party”. An Indemnified ) shall promptly notify the other Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the (“Indemnifying Party Party”) of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters Losses for which it seeks indemnification hereunder. Failure of the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will shall not waive any rights relieve the Indemnifying Party from Losses on account of this indemnification, except if and only to the extent that the Indemnifying Party is actually prejudiced thereby. Thereafter, the Indemnified Party except shall deliver to the extent Indemnifying Party, promptly after the rights Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnifying Indemnified Party are materially prejudicedrelating to the Losses and underlying facts and circumstances. The Indemnifying Party shall have the right, at its election, right to take over assume the defense or settlement of the Indemnified Party with respect to any legal action relating to such claim by giving Losses (“Indemnified Claim”) upon written notice to the Indemnified Party at least fifteen delivered within thirty (1530) days prior to after receipt of the time when an answer or other responsive pleading or particular notice with respect thereto is required. If from the Indemnified Party. (b) So long as the Indemnifying Party makes such electionhas assumed the defense of the Indemnified Claim in accordance herewith and notified the Indemnified Party in writing thereof, (1) the Indemnified Party may retain separate co-counsel, at its sole cost and expense, and participate in the defense of the Indemnified Claim, it may conduct being understood that the Indemnifying Party shall pay all reasonable costs and expenses of counsel for the Indemnified Party after such time as the Indemnified Party has notified the Indemnifying Party of such Indemnified Claim and prior to such time as the Indemnifying Party has notified the Indemnified Party that it has assumed the defense of such claim through counsel Indemnified Claim, (2) the Indemnified Party shall not consent to the entry of its choosing any judgment or enter into any settlement with respect to a Indemnified Claim without the prior written consent of the Indemnifying Party (subject not to be unreasonably withheld, conditioned or delayed) and (3) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Indemnified Party’s approval of such counsel, which approval shall not Claim to be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound paid by the results of its defense an Indemnifying Party (other than a judgment or settlement that is solely for money damages and is accompanied by a release of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with all indemnifiable claims against the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to ) without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheld withheld, conditioned or delayed). So long as the . (c) The Indemnified Party and Indemnifying Party is diligently contesting any such claim shall cooperate in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of each Indemnified Claim (and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration Indemnifying Party agree with respect to all such Indemnified Claims that a common interest privilege agreement exists between them), including by (1) permitting the Indemnifying Party to discuss the Indemnified Claim with such officers, employees, consultants and representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (2) providing to the Indemnifying Party copies of documents and samples of products as the Indemnifying Party reasonably requests in connection with defending such Indemnified Claim, (3) preserving all properties, books, records, papers, documents, plans, drawings, electronic mail and databases relating to matters pertinent to the Indemnified Claim and under the Indemnified Party’s custody or control in accordance with such Party’s corporate documents retention policies, or longer to the extent reasonably requested by the Indemnified Party, (4) notifying the Indemnifying Party promptly of receipt by the Indemnified Party of any applicable appeal periodsubpoena or other third party request for documents or interviews and testimony, or if earlier, five and (5) days prior providing to the date that the judgment creditor has the right to execute the judgment; (ii) the entry Indemnifying Party copies of an unappealable judgment or final appellate decision against any documents produced by the Indemnified Party; Party in response to, or (iii) compliance with, any subpoena or other third party request for documents. In connection with any claims, unless otherwise ordered by a settlement of the claim. Notwithstanding the foregoingcourt, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on not produce documents to a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by Third Party until the Indemnifying Party upon demand by has been provided a reasonable opportunity to review, copy and assert privileges covering such documents, except to the extent (x) inconsistent with the Indemnified Party’s obligations under Applicable Law and (y) where to do so would subject the Indemnified Party or its employees, agents or representatives to criminal or civil sanctions.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. An ." The Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, shall give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnityof indemnity under this Agreement; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially actually prejudiced. The As to any claim, action, suit or proceeding by a third party, the Indemnifying Party shall have the right, be entitled to assume defense thereof (at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15expense) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If provided that counsel for the Indemnifying Party makes such election, it may who shall conduct the defense of such claim through counsel of its choosing (subject to shall be approved by the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereundersuch matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims If in the Indemnified Party's reasonable judgment, a conflict of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against interest between the Indemnified Party and the expiration Indemnifying Party exists in respect of a claim, or, if the Indemnifying Party, after written notice from the Indemnified Party, fails to take timely action to defend a claim, the Indemnified Party may assume defense of such claim or action with counsel of its choosing at the Indemnifying Party's cost. Neither an Indemnifying Party nor an Indemnified Party shall make any settlement of any applicable appeal periodclaim without the written consent of the other Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement (i) involving injunctive or if earlierother equitable relief against the Indemnified Party or its assets, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; employees or business or (ii) which does not include as an unconditional term thereof the entry of an unappealable judgment giving by the claimant or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel plaintiff to the such Indemnified Party shall be reimbursed on of a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, release from all liability in respect of such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partyclaim or litigation.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. ". (i) An Indemnified Party under this Agreement shall, with respect to claims for Losses asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of Agreement, to the receipt of any written claim from any such third partyextent reasonably possible, but not later than twenty ten (2010) days prior to, with respect to claims for Losses arising after the date hereof, the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, however that any failure to give such notice will not waive any rights of the Indemnified Party Party, except to the extent the rights of the Indemnifying Party are materially prejudiced. The ; and provided, further that the Indemnified Party shall have no obligation to give notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity if the facts or circumstances relating to or giving rise to such liability are disclosed on a schedule hereto. (ii) Subject to Section 5.3(c)(iii), the Indemnified Party shall have the rightright to conduct and control, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to choosing, the Indemnified Party’s approval of such counseldefense, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense compromise or settlement of any third Person claim, action or suit against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnifying Party hereunder, and in any such case the claim. The Indemnifying Party shall not settle any cooperate in connection therewith and shall furnish such claim without prior notice to records, information and consultation with the Indemnified Partytestimony and attend such conferences, discovery proceedings, hearings, trials and no such settlement involving any equitable relief or which might have an adverse effect on appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, that the Indemnifying Party may be agreed participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnified Party has so elected to conduct and control the defense thereof; and provided, further, that the Indemnified Party shall not, without the written consent of the Indemnified Indemnifying Party (which written consent shall not be unreasonably withheld withheld), pay, compromise or delayed). So long as settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnifying Party is diligently contesting any shall fail, within 14 days after the making of such claim request, to acknowledge and agree in good faithwriting that, if such claim, action or suit shall be adversely determined, such Indemnifying Party has an obligation to provide indemnification hereunder to such Indemnified Party. Notwithstanding the foregoing, the Indemnified Party may pay shall have the right to pay, settle or settle compromise any such claim only at its own expense and claim, action or suit without such consent, provided, that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld. (iii) If any third Person claim, action or suit against any Indemnified Party is (x) solely for money damages or (y) if either of the Sellers is the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend and such claim, action, or suit will not have a Material Adverse Effect, then the Indemnified Party may with respect to each of (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of x) and proceed to handle such claim in its discretion and (y) above the Indemnifying Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any such third Person claim, action or suit against such Indemnified Party as to which indemnification will be bound sought by any defense or settlement Indemnified Party from any Indemnifying Party hereunder if the Indemnifying Party has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnifying Party has an obligation to provide indemnification to the Indemnified Party in respect thereof, and in any such case the Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith; provided, that the Indemnified Party may make participate, through counsel chosen by it and at its own expense, in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim, action or suit as to which the Indemnifying Party has so elected to conduct and control the defense thereof. The parties agree to cooperate in defending such third party claims and Notwithstanding the foregoing, the Indemnified Party shall provide have the right to pay, settle or compromise any such cooperation and claim, action or suit, provided that in such access event the Indemnified Party shall waive any right to its books, records and properties (subject to indemnity therefor hereunder unless the execution Indemnified Party shall have sought the consent of appropriate non-disclosure agreements) as the Indemnifying Party to such payment, settlement or compromise and such consent was unreasonably withheld, in which event no claim for indemnity therefor hereunder shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. be waived. (iv) With regard to any and all claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: of (the "Final Determination"): (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that there is no good faith dispute as to the applicability of indemnification, the reasonable legal fees and expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, Party if such indemnification shall be paid promptly by legal fees and expenses are a liability of the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as Each Party’s indemnification obligations (the “Indemnifying Party” and ”) under this Section 8 are subject to the other party or parties claiming indemnity is referred to as following obligations of the Party seeking indemnification hereunder (the “Indemnified Party”. An ): Indemnified Party under this Agreement shall, with respect to claims asserted against will: (a) as soon as reasonably practicable (and in any event no later than thirty (30) days after becoming aware of the possibility of any such party by any third partyclaim), give the Indemnifying Party written notice of the claim for which it is seeking indemnification, specifying the nature of such claim in reasonable detail provided that failure by the Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability which might give rise to a claim for indemnity its indemnification obligation under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior Section 8 except to the date extent that such failure materially disadvantages the Indemnifying Party; (b) not make any answer admission of liability, agreement, settlement or responsive pleading is due, and with respect compromise in relation to other matters for which such claim without the Indemnified Party may seek indemnification, give prompt Party’s prior written notice consent or otherwise prejudice Indemnifying Party’s defense of such claim; (c) provide reasonable cooperation and assistance to the Indemnifying Party of any liability which might at the Indemnifying Party’s cost and request in connection with such defense; and (d) give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. The Indemnifying Party shall have the rightsole control over and authority to avoid, at its electiondispute, to take over the defense settle or settlement of defend such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If Infringement Claim; provided that the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall will not settle any such claim without prior notice to and consultation with the Indemnified Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed) unless the settlement unconditionally releases Indemnified Party from further liability, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such electionplace undue restrictions on its business, products or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partyservices.

Indemnity Procedure. A In the event that a party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as (the “Indemnified Party”. An Indemnified Party ) is seeking indemnification under this Agreement shallSection 20, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give it shall provide prompt written notice to the other party (the “Indemnifying Party”) as soon as reasonably practicable after it receives notice of the claim, provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability which might give rise its obligations hereunder except to a the extent such failure shall have prejudiced the Indemnifying Party. The Indemnified Party shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for indemnitymonetary consideration), and, at the Indemnifying Party's expense, shall cooperate as reasonably requested in the defense of the claim; providedprovided that the Indemnifying Party may not assume direction and control of the defense of the claim if (i) the claim seeks non-monetary relief against the Indemnified Party, however(ii) the claim involves criminal allegations against the Indemnified Party, or (iii) the Indemnified Party reasonably determines that any failure the Indemnifying Party has failed or is failing to give vigorously defend against such notice claim. The Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of the Indemnified Party’s counsel will not waive any rights be paid by the Indemnifying Party if representation of the Indemnified Party except to by the extent the rights of the counsel retained by Indemnifying Party are materially prejudicedwould be inappropriate due to an actual or potential conflict of interest. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice action or claim, or otherwise consent to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to judgment in such action or claim, without the express written consent of the Indemnified Party (which consent shall not be unreasonably withheld if such settlement or delayed). So long as adverse judgment diminishes the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay rights or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees interests of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwise. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A party or parties hereto agreeing (a) The Party entitled to be indemnification under this Article XVII (an "Indemnified Party") shall notify the Party potentially responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as such indemnification (the “"Indemnifying Party” and ") within ten (10) Business Days of becoming aware of any claim or claims asserted or threatened against the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might could give rise to a claim for indemnity right of indemnification under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnityAgreement; provided, however, that any the failure to give such notice will shall not waive any rights relieve the Indemnifying Party of the Indemnified Party its indemnity obligation hereunder except to the extent the that such failure materially prejudices its rights of hereunder. (b) If the Indemnifying Party are materially prejudiced. The has acknowledged in writing to the Indemnified Party the Indemnifying Party's responsibility for defending such claim, the Indemnifying Party shall have the rightright to defend, at its electionsole cost and expense, to take over the defense or settlement of such claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party may not enter into any compromise or settlement unless (i) such compromise or settlement includes as an unconditional term thereof, the giving written notice by each claimant or plaintiff to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with of a release from all liability in respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing claim; and (subject to the Indemnified Party’s approval of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on ii) the Indemnified Party may be agreed consents to without the written consent of the Indemnified Party (such compromise or settlement, which consent shall not be unreasonably withheld or delayed). So long as the Indemnifying Party is diligently contesting delayed unless such compromise or settlement involves (A) any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees admission of separate legal counsel to wrongdoing by the Indemnified Party, unless the named parties to (B) any proceeding include both parties or representation of both parties payment by the same counsel would be inappropriate in Indemnified Party that is not indemnified hereunder or (C) the reasonable opinion imposition of counsel to any equitable relief against the Indemnified Party. (c) The Indemnified Party may participate in, due to conflicts but not control, any defense or settlement of interest or otherwise. If any claim controlled by the Indemnifying Party does not make pursuant to this Section 17.2 and shall bear its own costs and expenses with respect to such electionparticipation; provided, or having made such election does nothowever, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and that the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to bear such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. The parties agree to cooperate in defending such third party claims costs and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as expenses if counsel for the Indemnifying Party shall have reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, determined that such indemnification shall be paid by counsel may not properly represent both the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Indemnity Procedure. A Promptly after receipt by the Selling Shareholder or the Company of a notice of the commencement of any action, proceeding, or investigation in respect of which indemnity may be sought as provided above, such party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as (the “Indemnified Party”) shall notify the party from whom indemnification is claimed (the “Indemnifying Party”). An The omission to notify the Indemnifying Party will not relieve it from any liability which it may have to any Indemnified Party, unless the failure to give such notice is prejudicial to the Indemnifying Party’s ability to defend such an action. In case such action is brought against any Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to and it notifies the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty (60) Business Days of the receipt of any written claim from any such third partycommencement thereof, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of shall have the right to participate in, and, to the extent that it may wish, jointly with any liability which might give rise other Indemnifying Parties similarly notified, to a claim for indemnityassume the defense thereof with counsel reasonably satisfactory to such Indemnified Party; provided, however, that if the defendants in any failure to give such notice will not waive any rights of action include both the Indemnified Party except to the extent the rights of and the Indemnifying Party are materially prejudiced. The and there is a conflict of interests which would prevent counsel for the Indemnifying Party from also representing the Indemnified Party, the Indemnified Party or Parties shall have the right, at its election, right to take over the defense or settlement of such claim by giving written notice select one separate counsel to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct participate in the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s approval action on behalf of such counsel, which approval shall not be unreasonably withheld or delayed), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Parties. So long as After notice from the Indemnifying Party is diligently contesting any to such claim in good faith, the Indemnified Party may pay or settle such claim only at of its own expense and election so to assume the defense thereof, the Indemnifying Party will not be responsible liable to such Indemnified Party pursuant to the provisions of Sections 7.1 or 7.2 for any legal or other expense subsequently incurred by such Indemnified Party in connection with the fees defense thereof, unless (i) the Indemnified Party shall have employed counsel in accordance with the provision of separate legal the preceding sentence, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party, unless Party to represent the named parties to any proceeding include both parties or representation Indemnified Party within a reasonable time after the notice of both parties by the same counsel would be inappropriate in commencement of the reasonable opinion action and within 15 days after written notice of counsel to the Indemnified Party’s intention to employ separate counsel pursuant to the previous sentence, due to conflicts of interest or otherwise. If (iii) the Indemnifying Party does not make such election, or having made such election does not, in has authorized the reasonable opinion employment of counsel for the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect . No Indemnifying Party will consent to take over entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the defense giving by the claimant or plaintiff to such Indemnified Party of and proceed a release from all liability in respect to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that litigation. In addition, the Indemnified Party may make shall in good faith with respect to such claim. In connection therewith, no event enter into any settlement without obtaining the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claimParty’s prior written consent, which shall not be unreasonably withheld. The parties agree to cooperate in defending such third party claims and the Each Indemnified Party shall provide such cooperation information regarding itself or the claim in question as an Indemnifying Party has reasonably requested in writing and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as shall otherwise cooperate with the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification as shall be paid by reasonably required in the Indemnifying Party upon the earlier to occur of: (i) the entry defense of a judgment against the Indemnified Party such claim and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Partylitigation resulting therefrom.

Indemnity Procedure. A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “"Indemnifying Party” " and the other party or parties claiming indemnity is referred to as the “"Indemnified Party”. ". (a) An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement within sixty thirty (6030) Business Days calendar days of the receipt of any written claim from any such third party, but not later than twenty (20) days prior to the date any answer or responsive pleading is due, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. . (b) The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. If the Indemnifying Party makes such election, it may conduct the defense of such claim through counsel of its choosing (subject to the Indemnified Party’s 's approval of such counsel, which approval shall not be unreasonably withheld or delayedwithheld), shall be solely responsible for the expenses of such defense and shall be bound by the results of its defense or settlement of the claim. The Indemnifying Party shall not settle any such claim without prior notice to and consultation with the Indemnified Party, and no such settlement involving any equitable relief or which might have an adverse effect on the Indemnified Party may be agreed to without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld). So long as the Indemnifying Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or settle such claim only at its own expense and the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party, unless the named parties to any proceeding include both parties or and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of counsel to the Indemnified Party, due to conflicts of interest or otherwiseinappropriate. If the Indemnifying Party does not make such election, or having made such election does not, in the reasonable opinion of the Indemnified Party proceed diligently to defend such claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make in good faith with respect to such claim. In connection therewith, the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party elect to take over the defense of any such claim. . (c) The parties agree to cooperate in defending such third party claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties (subject to the execution of appropriate non-disclosure agreements) as the Indemnifying Party shall reasonably request with respect to any matter for which indemnification is sought hereunder; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that there is no dispute as to the applicability of indemnification, the reasonable expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the Indemnified Party.