Common use of Notification; Assumption of Defense; Cooperation and Assistance Clause in Contracts

Notification; Assumption of Defense; Cooperation and Assistance. In the event that a Party seeks indemnification hereunder with respect to a Third Party claim (a “Third Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission Party Claim”), the Party seeking indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) of any Third-Party Claim in respect of which it intends to claim indemnification under this Article 11, provided that any failure to provide the Indemnifying Party with any such notice will not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party under this Article 11 except to the extent that the ability of the Indemnifying Party to defend such claim is materially prejudiced by the Indemnified Party’s failure to give such notice. If the Indemnifying Party assumes such defense, the Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party; provided, that the Indemnified Party will have the right to employ counsel to represent it at the expense of the Indemnifying Party if the Indemnified Party has been advised by its counsel that there are one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party or that there is otherwise a potential conflict between the interests of the Indemnified Party and the Indemnifying Party, in which event the reasonable fees and expenses of such separate counsel will be paid by the Indemnifying Party. If the Indemnifying Party does not assume control of the defense of a Third-Party Claim within thirty (30) days after the receipt by the Indemnifying Party of the notice required pursuant to this Section 11.4, the Indemnified Party will have the right to defend such claim in such manner as it may deem appropriate at the reasonable cost and expense of the Indemnifying Party. The Indemnified Party shall cooperate as may be reasonably requested in order to ensure the proper and adequate defense of any action, claim or liability covered by this indemnification. The Indemnifying Party may not settle or otherwise dispose of any Third-Party Claim without the prior written consent of the Indemnified Party unless such settlement includes only the payment of monetary damages (which are fully paid by the Indemnifying Party), does not impose any injunctive or equitable relief upon the Indemnified Party, does not require any admission or acknowledgment of liability or fault of the Indemnified Party and contains an unconditional release of the Indemnified Party in respect of such Third-Party Claim. The Indemnified Party may not settle or otherwise dispose of any Third-Party Claim for which the Indemnifying Party may be liable for damages under this Agreement without the prior written consent of the Indemnifying Party.

Notification; Assumption of Defense; Cooperation and Assistance. In the event that a Party seeks indemnification hereunder with respect to a Third Party claim (a “Third Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission Party Claim”), the Party seeking indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”) of any Third-Third Party Claim in respect of which it intends to claim indemnification under this Article 11Section 11.3 upon actual knowledge of any such claim or proceeding resulting in Damages, provided that any failure to provide but in no event will the Indemnifying Party with be liable for any such notice will not relieve the Indemnifying Party Damages that result from any liability that it may have to delay in providing such notice. The Indemnification Claim Notice must contain a description of the Indemnified Party under this Article 11 except claim and the nature and amount of such Damages (to the extent that the ability nature and amount of such Damages is known at such time). The Indemnifying Party may, at its option, assume exclusive control of the Indemnifying defense and settlement of the Third Party Claim, subject to defend such claim is materially prejudiced by the Indemnified Party’s failure to give such noticelimitations on settlement set forth below and in Section 9.5. If the Indemnifying Party assumes such defense, such assumption shall not be construed as an acknowledgement that the Indemnifying Party is liable to indemnify the Indemnified Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. Following such assumption, the Indemnifying Party may appoint as lead counsel CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. in the defense of the Third Party Claim any legal counsel selected by the Indemnifying Party (the Indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the Indemnifying Party). The Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party; provided, that the Indemnified Party will have the right to employ counsel to represent it at the expense of the Indemnifying Party if the Indemnified Party has been advised by its counsel that there are one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party or that there is otherwise a potential conflict between the interests of the Indemnified Party and the Indemnifying Party, in which event the reasonable fees and expenses of such separate counsel will be paid by the Indemnifying Party. If the Indemnifying Party does not commence actions to assume control of the defense of a Third-Third Party Claim within thirty (30) [***] days after the receipt by the Indemnifying Party of the notice Indemnification Claim Notice required pursuant to this Section 11.411.3, or if shorter, prior to the date which is [***] Business Days before the expiry of any deadline to respond to a claim, the Indemnified Party will have the right to defend such claim in such manner as it may deem appropriate at the reasonable cost and expense of the Indemnifying Party. The Indemnified Party shall cooperate as may be reasonably requested by the Indemnifying Party (and at the Indemnifying Party’s expense) in order to ensure the proper and adequate defense of any action, claim or liability covered by this indemnification. The Indemnifying Party may not settle or otherwise dispose of any Third-Third Party Claim without the prior written consent of the Indemnified Party unless such settlement includes only the payment of monetary damages (which are fully paid by the Indemnifying Party), does not impose any injunctive or equitable relief upon the Indemnified Party, does not require any admission or acknowledgment of liability or fault of the Indemnified Party and contains an unconditional release of the Indemnified Party in respect of such Third-Third Party Claim. The Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party may not will admit any liability with respect to or settle or otherwise dispose of any Third-Third Party Claim for which the Indemnifying Party may be liable for damages Damages under this Agreement without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed.

Notification; Assumption of Defense; Cooperation and Assistance. In the event that a Party seeks indemnification hereunder with respect to a Third Party claim claim, proceeding or action (a “Third Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission Party Claim”), the Party seeking indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of any Third-Third Party Claim in respect of which it intends to claim indemnification under this Article 119.4, provided that any failure to provide the Indemnifying Party with any such notice will not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party under this Article 11 9.4 except to the extent that the ability of the Indemnifying Party to defend such claim is materially prejudiced by the Indemnified Party’s failure to give such notice. The Indemnifying Party shall have the right to assume exclusive control of the defense and settlement of the Third Party Claim with counsel reasonably acceptable to the Indemnified Party [***], subject to the limitations on settlement set forth below. If the Indemnifying Party assumes such defense, the Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party; provided, that the Indemnified Party will have the right to employ counsel to represent it at the expense of the Indemnifying Party if the Indemnified Party has been advised by its counsel that there are one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party or that there is otherwise a potential conflict between the interests of the Indemnified Party and the Indemnifying Party, in which event the reasonable fees and expenses of such separate counsel will be paid by the Indemnifying Party. If the Indemnifying Party does not commence actions to assume control of the defense of a Third-Third Party Claim within thirty (30) days [***] after the receipt by the Indemnifying Party of the notice required pursuant to this Section 11.4Article 9.4, the Indemnified Party will have the right to defend such claim in such manner as it may deem appropriate at the reasonable cost and expense of the Indemnifying Party. The Indemnified Party shall cooperate as may be reasonably requested in order to ensure the proper and adequate defense of any action, claim or liability covered by this indemnification. The Indemnifying Party may not settle or otherwise dispose of any Third-Third Party Claim without the prior written consent of the Indemnified Party unless such settlement includes only the payment of monetary damages (which are fully paid by the Indemnifying Party), does not impose any injunctive or equitable relief upon the Indemnified Party, does not require any admission or acknowledgment of liability or fault of ***Text Omitted and Filed Separately with the Indemnified Party Securities and contains an unconditional release of the Indemnified Party in respect of such Third-Party ClaimExchange Commission. The Indemnified Party may not settle or otherwise dispose of any Third-Party Claim for which the Indemnifying Party may be liable for damages under this Agreement without the prior written consent of the Indemnifying Party.Confidential Treatment Requested Under

Notification; Assumption of Defense; Cooperation and Assistance. In the event that a Party seeks indemnification hereunder with respect to a Third Party claim (a “Third Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission Party Claim”), the Party seeking indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”) of any Third-Third Party Claim in respect of which it intends to claim indemnification under this Article 11Section 12.3 upon actual knowledge of any such claim or proceeding resulting in Damages, provided that any failure to provide but in no event will the Indemnifying Party with be liable for any such notice will not relieve the Indemnifying Party Damages that result from any liability that it may have to delay in providing such notice. The Indemnification Claim Notice must contain a description of the Indemnified Party under this Article 11 except claim and the nature and amount of such Damages (to the extent that the ability nature and amount of such Damages is known at such time). The Indemnifying Party may, at its option, assume exclusive control of the Indemnifying defense and settlement of the Third Party Claim, subject to defend such claim is materially prejudiced by the Indemnified Party’s failure to give such noticelimitations on settlement set forth below and in Section 10.5. If the Indemnifying Party assumes such defense, then such assumption by the Indemnifying Party will not be construed as an acknowledgement that the Indemnifying Party is liable to indemnify the Indemnified Party of any defenses it may assert against the Indemnified Party’s claim for indemnification and the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the Indemnifying Party (the Indemnifying Party will consult with the Indemnified Party with respect to a possible conflict of interest of such counsel retained by the Indemnifying Party). The Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party; provided, that the Indemnified Party will have the right to employ counsel to represent it at the expense of the Indemnifying Party if the Indemnified Party has been advised by its counsel that there are one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party or that there is otherwise a potential conflict between the interests of the Indemnified Party and the Indemnifying Party, in which event the reasonable fees and expenses of such separate counsel will be paid by the Indemnifying Party. If the Indemnifying Party does not commence actions to assume control of the defense of a Third-Third Party Claim within thirty (30) [***] days after the receipt by the Indemnifying Party of the notice Indemnification Claim Notice required pursuant to this Section 11.412.3, the Indemnified Party will have the right to defend such claim in such manner as it may deem appropriate at the reasonable cost and expense of the Indemnifying Party. The Indemnified Party shall cooperate as may be reasonably requested by the Indemnifying Party (and at the Indemnifying Party’s expense) in order to ensure the proper and adequate defense of any action, claim or liability covered by this indemnification. The Indemnifying Party may not settle or otherwise dispose of any Third-Third Party Claim without the prior written consent of the Indemnified Party unless such settlement includes only the payment of monetary damages (which are fully paid by the Indemnifying Party), does not impose any injunctive or equitable relief upon the Indemnified Party, does not require any admission or acknowledgment of liability or fault of the Indemnified Party and contains an unconditional release of the Indemnified Party in respect of such Third-Third Party Claim. The Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party may not will admit any liability with respect to or settle or otherwise dispose of any Third-Third Party Claim for which the Indemnifying Party may be liable for damages Damages under this Agreement without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld.

Notification; Assumption of Defense; Cooperation and Assistance. In the event that a Party seeks indemnification hereunder with respect to a Third Party claim claim, proceeding or action (a “Third Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission Party Claim”), the Party seeking indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of any Third-Third Party Claim in respect of which it intends to claim indemnification under this Article 119.4, provided that any failure to provide the Indemnifying Party with any such notice will not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party under this Article 11 9.4 except to the extent that the ability of the Indemnifying Party to defend such claim is materially prejudiced by the Indemnified Party’s failure to give such notice. The Indemnifying Party shall have the right to assume exclusive control of the defense and settlement of the Third Party Claim with counsel reasonably acceptable to the Indemnified Party [***], subject to the limitations on settlement set forth below. If the Indemnifying Party assumes such defense, the Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party; provided, that the Indemnified Party will have the right to employ counsel to represent it at the expense of the Indemnifying Party if the Indemnified Party has been advised by its counsel that there are one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party or that there is otherwise a potential conflict between the interests of the Indemnified Party and the Indemnifying Party, in which event the reasonable fees and expenses of such separate counsel will be paid by the Indemnifying Party. If the Indemnifying Party does not commence actions to assume control of the defense of a Third-Third Party Claim within thirty (30) days [***] after the receipt by the Indemnifying Party of the notice required pursuant to this Section 11.4Article 9.4, the Indemnified Party will have the right to defend such claim in such manner as it may deem appropriate at the reasonable cost and expense of the Indemnifying Party. The Indemnified Party shall cooperate as may be reasonably requested in order to ensure the proper and adequate defense of any action, claim or liability covered by this indemnification. The Indemnifying Party may not settle or otherwise dispose of any Third-Third Party Claim without the prior written consent of the Indemnified Party unless such settlement includes only the payment of monetary damages (which are fully paid by the Indemnifying Party), does not impose any injunctive or equitable relief upon the Indemnified Party, does not require any admission or acknowledgment of liability or fault ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 of the Indemnified Party and contains an unconditional release of the Indemnified Party in respect of such Third-Third Party Claim. The Indemnified Party may not settle or otherwise dispose of any Third-Third Party Claim for which the Indemnifying Party may be liable for damages under this Agreement without the prior written consent of the Indemnifying Party.