Common use of Procedure for Indemnification Clause in Contracts

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against involving any Indemnified Party Person in respect of which indemnity is may be sought pursuant to Section 2.014.01 or 4.02, such Person (hereinafter called the “Indemnified Party Party”) shall promptly notify the applicable person against whom such indemnity may be sought (hereinafter called the “Indemnifying Party Party”) in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after as and when such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against involving any Indemnified Party Person in respect of which indemnity is may be sought pursuant to Section 2.014.01 or 4.02, such Person (hereinafter called the "Indemnified Party Party") shall promptly notify the applicable person against whom such indemnity may be sought (hereinafter called the "Indemnifying Party Party") in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after as and when such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify the applicable Indemnifying Party Program Lender in writing. The Indemnifying PartyProgram Lender, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party Program Lender may designate in such proceeding and the Indemnifying Party Program Lender shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party Program Lender fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying PartyProgram Lender. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party Program Lender and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party Program Lender and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party Program Lender shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.

Procedure for Indemnification. (a) In case the event that any proceeding (including indemnified party shall incur or suffer any governmental investigation) shall be instituted against any Indemnified Party Damages in respect of which indemnity is indemnification may be sought hereunder by any Buyer Indemnified Person, on the one hand, or any Codina Indemnified Person, on the other hand, with respect to a matter not involving a third party claim, the indemnified party shall assert a claim for indemnification by notice to the indemnifying parties stating the nature and basis of such claim, and, if known, the amount, or a good faith estimate of the amount, of the liability arising therefrom. Indemnification pursuant to Section 2.019.03 shall be made pursuant to the procedures set forth in that Section and not in this Section 9.06. (b) Promptly after receipt by an indemnified party of notice of the assertion of a claim by a third party or the commencement of any Proceeding against it, with respect to a matter for which indemnification is or may be owing pursuant to this Article IX, such Indemnified Party indemnified party will, if a claim is to be made against an indemnifying party under such section, give notice to the indemnifying parties and shall thereafter keep the indemnifying parties informed of all other material information it receives with respect thereto; provided, however that the failure of an indemnified party to give the indemnifying parties prompt notice and such other material information as provided herein will not relieve the indemnifying parties of any of their obligations hereunder unless and then only to the extent that the indemnifying parties shall have been actually prejudiced thereby. (c) If any Proceeding referred to in Section 9.06(b) is brought against an indemnified party and it gives notice to the indemnifying party that it intends to seek indemnification, the indemnified party shall provide to the indemnifying party, as promptly notify as practicable after giving notice of such Proceeding, information and documentation reasonably requested by the applicable Indemnifying Party in writingindemnifying party to support and verify the claim asserted, unless the indemnified party has been advised by counsel that there are no reasonable grounds to assert a joint defense privilege with respect to such information and documentation. The Indemnifying Partyindemnifying party will be entitled to participate in such Proceeding and, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereofextent that it wishes to assume the defense, to indemnify negotiations and/or settlement of such Proceeding with counsel chosen by the Indemnified Party in writing indemnifying party and shall retain counsel reasonably satisfactory to the Indemnified Party indemnified party; provided, however, that if the indemnified party files any motion, answer or other pleadings or takes any other action prior to represent the Indemnified Party and any others indemnified party’s delivery to the Indemnifying Party may designate indemnifying party of the notice referred to in such proceeding the first sentence of this Section 9.06(c) and the Indemnifying Party filing of any such motion, answer or other pleading or the taking of such action prejudices the ability of the indemnifying party to defend, negotiate and/or settle such Proceeding, the indemnifying party shall pay be relieved of its obligations under this Article IX but only to the extent the indemnifying party has been prejudiced thereby. After the indemnifying party takes control of the defense, negotiation and/or settlement of any such Proceeding, the indemnified party shall have the right to participate therein, at its own expense and with counsel of its own choosing and the indemnifying party will not be liable to the indemnified party under this Article IX for any fees and disbursements of such counsel related or any other expenses with respect to the defense of such proceedingProceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation; provided, however, that the indemnifying party shall pay for the costs and expenses of such separate counsel if, in the good faith judgment of the indemnified party based upon the advice of counsel, representation of both the indemnifying party and the indemnified party would be inappropriate under the relevant standards of professional conduct. The parties shall cooperate and render such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such Proceeding, which assistance shall include, without limitation, making appropriate personnel reasonably available for any discovery or trial. Notwithstanding anything to the contrary herein, if (i) the indemnifying party fails or refuses to undertake the defense of any such Proceeding within a reasonable period of time after following receipt of the notice referred to in the first sentence of this Section 9.06(c) or disputes its liability to the indemnified party under this Article IX with respect to such fees and disbursements are billed by such counsel. If Proceeding, (ii) the Indemnifying Party indemnifying party fails to acknowledge its obligation, subject diligently defend and contest such Proceeding with counsel reasonably acceptable to the terms hereofindemnifying party, or (iii) the indemnified party irrevocably waives its right to indemnify in writing or fails indemnity hereunder with respect to retain such counsel within a reasonable period of time after such notice was givenProceeding, then the Indemnified Party indemnified party shall have the right to retain its own counseltake control of the defense, negotiation and/or settlement of such Proceeding at, in the case of clauses (i) and (ii) above, the indemnifying party’s expense. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the fees sole relief provided is monetary damages that are paid in full by the indemnifying party; and expenses (iii) the indemnified party will have no liability with respect to any compromise or settlement of such counsel shall claims effected without its consent. (d) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be at entitled to indemnification under this Agreement, the expense of indemnified party may, by notice to the Indemnifying Party. In any such proceedingindemnifying party, any Indemnified Party shall have assume the exclusive right to retain its own counseldefend, compromise, or settle such Proceeding, but the fees and expenses indemnifying party will not be bound by any determination of such counsel shall a Proceeding so defended or any compromise or settlement effected without its consent (which may not be at the expense of such Indemnified Party unless unreasonably withheld). (ae) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed Notwithstanding anything to the retention contrary herein (except for matters set forth in Section 9.06(b)) neither the indemnifying party nor the indemnified party shall settle or compromise any Proceeding without the consent of such counsel the other, which consent shall not be unreasonably withheld, conditioned or (c) delayed; provided, however, that any settlement or compromise shall include an unconditional release of the named parties indemnified party from all liabilities or obligations relating to any such proceeding (including any impleaded parties) include both the Indemnifying Party Proceeding and provides only for the Indemnified Party and representation payment of both parties monetary damages solely by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that indemnifying party without any obligations on the Indemnifying Party shall not, in connection with any proceeding or related proceedings in part of the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredindemnified party.

Procedure for Indemnification. Each claim for indemnification, including those claims resulting from the assertion of liability by Persons not parties to this Agreement, including claims by any Governmental Authority for penalties, fines and assessments, must be made by delivery by the Party to be indemnified (the “Indemnified Party”) to the Party responsible for the indemnification obligation (the “Indemnifying Party”) of written notice containing details reasonably sufficient to disclose to the Indemnifying Party the nature and scope of the claim including an estimate of the amount of claimed Adverse Consequences and copies of all relevant pleadings, documents and information within ten (10) Business Days after the Indemnified Party’s knowledge of such claim. Any failure in the delivery of such notice shall not affect the obligations of the Indemnifying Party, except to the extent that the rights and remedies of the Indemnifying Party are adversely affected or prejudiced as a result of the failure to give, or delay in giving, such notice. In case the event that any proceeding (including any governmental investigation) Action is brought against an Indemnified Party for which the Indemnifying Party may be required to indemnify the Indemnified Party hereunder, the Action shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify defended by the applicable Indemnifying Party in writingand such defense shall include all appeals or reviews. The Indemnifying Party, upon request Party shall not make any settlement of any claims without the written consent of the Indemnified Party, which consent shall acknowledge its obligationnot be unreasonably withheld, subject to conditioned or delayed, provided, however, that such consent shall not be required if (i) the terms hereof, to indemnify settlement does not involve any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Party in writing and shall retain counsel reasonably satisfactory to Party, (ii) the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and sole relief is monetary damages, which the Indemnifying Party shall pay or cause to be paid concurrently with the fees and disbursements effectiveness of such counsel related settlement, (iii) the settlement involves a full release of the claim and (iv) the settlement does not encumber any of the assets of any Indemnified Party or impose any restriction or condition that would apply to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselor materially adversely affect any Indemnified Party. If the Indemnifying Indemnified Party fails to acknowledge withholds its obligationconsent unreasonably, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall be obligated for any future expenses and excess settlement amounts. The Indemnified Party shall fully cooperate at its expense in connection with the defense of any such claims including, without limitation, reasonable access to the Indemnified Party’s records and personnel relating to such claim, and will have the right to retain participate in the defense of any claim by counsel of its own counsel, choosing and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredexpense.

Procedure for Indemnification. In case any proceeding (including any governmental investigationa) shall be instituted against any Any Indemnified Party making a claim for indemnification hereunder shall notify the indemnifying party or parties of the claim in writing. Subject to Sections 17.1, 17.2, 17.3 and 17.4, an indemnified party may take any and all actions against an indemnifying party or parties to enforce its rights to indemnification under this Agreement. (b) With respect to third Person claims which are indemnifiable hereunder, promptly after receipt by an Indemnified Party under Sections 15.2 or 15.3 of which indemnity is sought pursuant to Section 2.01notice of the commencement of any action, such Indemnified Party shall promptly shall, if a claim in respect thereof is to be made against an Indemnifying Party under such Section, give written notice to the Indemnifying Party of the commencement thereof. The failure to so notify the applicable Indemnifying Party in writing. The shall relieve the Indemnifying PartyParty of any liability that it may have to an Indemnified Party with respect to such action, upon request of the Indemnified Party, shall acknowledge its obligation, subject only to the terms hereof, extent the Indemnifying Party is prejudiced by the failure to indemnify be so notified. In case any such action shall be brought against an Indemnified Party and the Indemnified Party in writing and shall retain give written notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to the such Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselParty. If the Indemnifying Party fails elects to acknowledge its obligationassume the defense of such action, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain employ separate counsel at its own counsel, expense and to participate in the fees and expenses defense thereof. If the Indemnifying Party elects not to assume (or fails to assume) the defense of such counsel action, the Indemnified Party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have If the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence action is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include asserted against both the Indemnifying Party and the Indemnified Party and representation there is a conflict of both parties by interests which renders it inappropriate for the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that represent both the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable responsible for paying for separate counsel for the reasonable fees and expenses of Indemnified Party; provided, however, that if there is more than one Indemnified Party, the Indemnifying Party shall not be responsible for paying for more than one separate firm (in addition of attorneys to any local counsel) for all such represent the Indemnified Parties, regardless of the number of Indemnified Parties. If the Indemnifying Party elects to assume the defense of such action, (a) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party's written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and that all such fees and expenses (b) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be reimbursed as they are incurredunreasonably withheld).

Procedure for Indemnification. In case any proceeding (including any governmental investigation) All claims for indemnification under this Article V shall be instituted against asserted and resolved as follows: (a) In the event that any claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnifying Party may be liable to an Indemnified Party in respect of which indemnity hereunder is asserted against or sought pursuant to Section 2.01be collected by a third party (an "Asserted Liability"), such the Indemnified Party shall promptly notify the applicable Indemnifying Party in writingwriting of such Asserted Liability, specifying the nature of such Asserted Liability and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim or demand) (the "Claim Notice"); provided that no delay on the part of the Indemnified Party in giving any such Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delay. The Indemnifying Party shall have 20 days (or less if the nature of the Asserted Liability requires) from its receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party's sole cost and expense and by counsel of its own choosing, which shall be reasonably satisfactory to the Indemnified Party, to defend against such Asserted Liability; provided that if, under applicable standards of professional conduct a conflict on any significant issue between the Indemnifying Party and any Indemnified Party exists in respect of such Asserted Liability, then the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of one additional counsel to be retained in order to resolve such conflict, promptly upon request presentation by the Indemnified Party of invoices or other documentation evidencing such amounts to be reimbursed. If the Indemnifying Party undertakes to defend against such Asserted Liability, the Indemnifying Party shall control the investigation, defense and settlement thereof; provided that (i) the Indemnifying Party shall use its reasonable efforts to defend and protect the interests of the Indemnified Party with respect to such Asserted Liability, (ii) the Indemnified Party, prior to or during the period in which the Indemnifying Party assumes control of such matter, may take such reasonable actions as the Indemnified Party deems necessary to preserve any and all rights with respect to such matter, without such actions being construed as a waiver of the Indemnified Party's rights to defense and indemnification pursuant to this Agreement, and (iii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, shall acknowledge its obligation, subject consent to the terms hereof, to indemnify any settlement which (A) imposes any Liabilities on the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others (other than those Liabili- ties which the Indemnifying Party may designate in such proceeding agrees to promptly pay or discharge), and the Indemnifying Party shall pay the fees and disbursements (B) with respect to any non-monetary provision of such counsel related to such proceedingsettlement, within a would be likely, in the Indemnified Party's reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereofjudgment, to indemnify have an adverse effect on the business operations, assets, properties or prospects of Parent, the Company or the Retained Business (in writing the case of a Parent Indemnified Party), Spinco or fails to retain the Spinco Business (in the case of a Spinco Indemnified Party), or such counsel within a reasonable period of time after such notice was givenIndemnified Party. Notwithstanding the foregoing, then the Indemnified Party shall have the right to retain its own counselcontrol, and pay or settle any Asserted Liability which the fees and expenses of such counsel Indemnifying Party shall be at have undertaken to defend so long as the expense of Indemnified Party shall also waive any right to indemnification therefor by the Indemnifying Party. In If the Indemnifying Party undertakes to defend against such Asserted Liability, the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the investigation, defense and settlement thereof. If the Indemnified Party desires to participate in any such proceedingdefense it may do so at its sole cost and expense. If the Indemnifying Party does not undertake within the Notice Period to defend against such Asserted Liability, any Indemnified then the Indemnifying Party shall have the right to retain participate in any such defense at its own counselsole cost and expense, but the fees Indemnified Party shall control the investigation, defense and expenses settlement thereof (provided that the Indemnified Party may not settle any such Asserted Liability without obtaining the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld by the Indemnifying Party; provided that in the event that the Indemnifying Party is in material breach at such time of the provisions of this Section 5.4, then the Indemnified Party shall not be obligated to obtain such prior written consent of the Indemnifying Party) at the reasonable cost and expense of the Indemnifying Party (which shall be paid by the Indemnifying Party promptly upon presentation by the Indemnified Party of invoices or other documentation evidencing the amounts to be indemnified). The Indemnified Party and the Indemnifying Party agree to make available to each other, their counsel and other representatives, all information and documents available to them which relate to such claim or demand (subject to the confidentiality provisions of Section 7.5 hereof); provided that no party hereto shall be obligated to disclose any information which would result in the waiver of any attorney- client, attorney work product or other similar privileges, if the disclosure of such counsel shall information would be at materially prejudicial to such disclosing party. The Indemnified Party and the expense Indemnifying Party and the Company and its employees also agree to render to each other such assistance and cooperation as may reasonably be required to ensure the proper and adequate defense of such Indemnified Party unless (a) the preceding sentence is applicable, claim or demand. (b) In the event that an Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. The Indemnifying Party shall have 20 days from the date such Claim Notice is delivered during which to notify the Indemnified Party in writing of any good faith objections it has to the Indemnified Party's Claim Notice or claims for indemnification, setting forth in reasonable detail each of the Indemnifying Party's objections thereto. If the Indemnifying Party does not deliver such written notice of objection within such 20-day period, the Indemnifying Party shall be deemed to have accepted responsibility for the prompt payment of the Indemnified Party's claims for indemnification, and shall have no further right to contest the validity of such indemnification claims. If the Indemnifying Party does deliver such written notice of objection within such 20-day period, the Indemnifying Party and the Indemnified Party shall have mutually agreed attempt in good faith to resolve any such dispute within 30 days of the retention delivery by the Indemnifying Party of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both written notice of objection. If the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due are unable to actual or potential differing interests between them. It is understood that resolve any such dispute within such 30-day period, then either the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses Party shall be reimbursed as they are incurredfree to pursue any remedies which may be available to such party under applicable Law.

Procedure for Indemnification. Any Party entitled to indemnification under this Section 9 (an “Indemnified Party”) will give written notice to the indemnifying party (“Indemnifying Party”) of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 9 except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any action, proceeding (including any governmental investigation) shall be instituted or claim is brought against any an Indemnified Party in respect of which indemnity indemnification is sought pursuant to Section 2.01hereunder, such Indemnified the Indemnifying Party shall promptly notify be entitled to participate in and, unless in the applicable Indemnifying Party in writing. The Indemnifying Party, upon request reasonable judgment of the Indemnified Party, shall acknowledge its obligation, subject counsel to the terms hereof, to indemnify the Indemnified Party in writing a conflict of interest between it and shall retain the Indemnifying Party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the Indemnifying Party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to represent notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and any others until the Indemnifying Party may designate elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the Indemnifying Party in connection with any settlement negotiations or defense of any such action or claim by the Indemnifying Party and shall pay furnish to the fees and disbursements of such counsel related Indemnifying Party all information reasonably available to the Indemnified Party, which relates to such proceeding, within a reasonable period action or claim. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of time after such fees and disbursements are billed by such counselthe defense or any settlement negotiations with respect thereto. If the Indemnifying Party fails elects to acknowledge its obligation, subject to the terms hereof, to indemnify in writing defend any such action or fails to retain such counsel within a reasonable period of time after such notice was givenclaim, then the Indemnified Party shall have the right be entitled to retain participate in such defense with counsel of its own counsel, choice at its sole cost and the fees and expenses of such counsel shall be at the expense of the expense. The Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain not be liable for any settlement of any action, claim or proceeding affected without its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed prior written consent. Notwithstanding anything in this Section 9 to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that contrary, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in connection with respect thereof which imposes any proceeding future obligation on the Indemnified Party or related proceedings which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in the same jurisdiction, respect of such claim. The indemnity agreements contained herein shall be liable for the reasonable fees and expenses of more than one separate firm (in addition to (a) any local counsel) for all such cause of action or similar rights of the Indemnified PartiesParty against the Indemnifying Party or others, and that all such fees and expenses shall (b) any liabilities the Indemnifying Party may be reimbursed as they are incurredsubject to.

Procedure for Indemnification. In If a KFIK Indemnitee or UGNX Indemnitee (as the case any proceeding (including any governmental investigationmay be, an “Indemnitee”) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant wishes to Section 2.01seek indemnification hereunder, such Indemnified Indemnitee shall inform the Party shall promptly notify obligated to indemnify the applicable Indemnitee hereunder (the “Indemnifying Party”) of the Third Party in writingclaim giving rise to the obligation to indemnify as soon as reasonably practicable after receiving Notice of such Third Party claim. The Indemnifying Party, upon request Party will have the right to assume and control the defense of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, any such Third Party claim for which it is obligated to indemnify the Indemnified Indemnitee under this Agreement. The Indemnitee will cooperate with the Indemnifying Party in writing (and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others its insurer) as the Indemnifying Party may designate in such proceeding reasonably request, and at the sole cost and expense of the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselParty. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall The Indemnitee will have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party, if representation of such Indemnitee by the counsel retained by the Indemnifying Party would be inappropriate because of actual or potential differences in the interests of such Indemnitee and any other Party represented by such counsel. In any such proceedingall other cases, any Indemnified Party shall the Indemnitee will have the right to retain participate in such defense, subject to the Indemnifying Party’s control, using its own counselcounsel at its own expense. The Indemnifying Party will have no obligation to indemnify any Indemnitee in connection with any settlement made without the Indemnifying Party’s prior written consent; provided that the Indemnifying Party does not unreasonably withhold or delay any such written consent. The Indemnifying Party shall seek the prior written consent of the Indemnitee for any settlement of a Third Party claim subject to indemnification hereunder (such consent to not be unreasonably withheld, but delayed or conditioned) if such settlement would materially diminish or materially adversely affect the fees and expenses scope, exclusivity or duration of any intellectual property licensed under this Agreement, would require any payment by such counsel Indemnitee, would require an admission of legal wrongdoing in any way on the part of an Indemnitee, or would affect an amendment of this Agreement (otherwise, no such consent shall be at required). If the expense Indemnifying Party does not assume and conduct the defense of such Indemnified the Third Party unless claim as provided above, (a) the preceding sentence is applicableIndemnitee may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party and will remain responsible to indemnify the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, Indemnitee as provided in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredthis Article 14.

Procedure for Indemnification. In case If any proceeding Person shall claim indemnification (including the "Indemnified Party") hereunder for any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01claim other than a third party claim, such the Indemnified Party shall promptly notify give written notice to the applicable other party from whom indemnification is sought (the "Indemnifying Party") of the nature and amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand of a third party, the Indemnified Party shall promptly give written notice (a "Written Notice") to the Indemnifying Party of the basis for such claim or demand, setting forth the nature of the claim or demand in writingdetail. The Indemnifying PartyParty shall have the right to compromise or, upon request if appropriate, defend at its own cost and through counsel of its own choosing (reasonably acceptable to the Indemnified Party), any claim or demand set forth in a Written Notice giving rise to such claim for indemnification. In the event the Indemnifying Party undertakes to compromise or defend any such claim or demand, it shall acknowledge its obligationpromptly (and in any event, subject to no later than thirty (30) days after receipt of the terms hereof, to indemnify Written Notice) notify the Indemnified Party in writing and shall retain counsel reasonably satisfactory of its intention to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counseldo so. If the Indemnifying Party fails to acknowledge notify the Indemnified Party of its obligation, subject intent to undertake the terms hereof, to indemnify in writing compromise or fails to retain defense of such counsel within a reasonable period of time after such notice was givenclaim or demand, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be may do so at the expense of the Indemnifying Party. In The parties shall fully cooperate in the defense or compromise of any such proceedingindemnified claim or demand. After the assumption of the defense by the Indemnifying Party, any Indemnified the Indemnifying Party shall have not be liable for any legal or other expenses subsequently incurred by the right to retain its own counselIndemnified Party, in connection with such defense, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) may participate in such defense at its own expense. No settlement of a third party claim or demand defended by the Indemnifying Party and shall be made without the written consent of the Indemnified Party shall have mutually agreed Party, such consent not to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themunreasonably withheld. It is understood that the The Indemnifying Party shall not, except with written consent of the Indemnified Party, consent to the entry of a judgment or settlement which does not include as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of an unconditional release from all liability in connection with any proceeding respect of such third party claim or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurreddemand.

Procedure for Indemnification. In case (a) For purposes of this Article VI, any proceeding (including Person entitled to indemnification is referred to as an “Indemnified Party”, and any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant Person liable to Section 2.01, such indemnify an Indemnified Party shall promptly be known as an “Indemnifying Party.” The Indemnified Party shall notify the applicable Indemnifying Party as soon as practicable after the Indemnified Party receives notice of or otherwise has actual knowledge of such claim, and shall provide to the Indemnifying Party as soon thereafter as practicable all information and documentation necessary to support and verify the claim being asserted, and the Indemnifying Party shall be given access to all books and records in writingthe possession or control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such 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 Article VI, the Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party, notify the Indemnifying Party promptly 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 that the Indemnifying Party is materially prejudiced thereby. The Indemnifying PartyParty shall have the right, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereofwithin thirty (30) days after being so notified, to indemnify assume the Indemnified Party in writing and shall retain defense of such litigation or proceeding with counsel reasonably satisfactory to the Indemnified Party to represent Party. In any such litigation or proceeding the Indemnified Party and any others defense of which has been assumed by the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceedingParty, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to participate therein and retain its own counselcounsel at its own expense, and the fees and expenses of provided that such Indemnified Party’s counsel shall be retained at the expense of the Indemnifying Party. In any such proceeding, any ’s expense if (i) the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel so agree or (cii) the named parties to any such litigation or proceeding (including any impleaded parties) include both the Indemnifying Indemnified Party and the Indemnified Indemnifying Party and representation of both parties the Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood , provided further that the in no event shall an Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable obligated to pay for the reasonable fees and expenses of more than one separate firm of counsel (in addition to any local counsel) for all such Indemnified Parties, unless the representation of all Indemnified Parties by the same firm of counsel would be inappropriate due to actual or potential differing interests between them or each such Indemnified Party is named party to any such litigation or proceeding. To the extent that the settlement of such an action or proceeding, the defense of which has been assumed by the Indemnifying Party, involves payment of money, the Indemnifying Party shall have the right, in consultation with the Indemnified Party, to settle those aspects dealing only with the payment of money. Notwithstanding the foregoing, in connection with any such defense or settlement, the Indemnifying Party shall not enter into a consent decree or any settlement involving injunctive or other non-monetary relief or consent to an injunction or any settlement without the Indemnified Party’s written consent, which consent shall not be unreasonably withheld. The Indemnified Party shall cooperate, and that all such fees shall use its reasonable efforts to cause its employees and expenses the employees of any of its respective Affiliates to cooperate with the Indemnifying Party in the defense of any action, suit or proceeding assumed by the Indemnifying Party. (c) Each Indemnifying Party’s obligation under this Article VI shall not affect the other Parties’ right to seek any other remedy upon a default by the Indemnifying Party under this Agreement. (d) All sums payable by the Indemnifying Party in accordance with this Article VI shall be reimbursed as they are incurredpaid without any deduction, withholding, counterclaim or set-off.

Procedure for Indemnification. In case any proceeding A party (including any governmental investigationthe “Indemnified Party”) seeking indemnification under this Article shall be instituted against any Indemnified Party entitled to the indemnification described in respect of which indemnity is sought pursuant to Section 2.01, such this Article provided: (a) the Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The indemnifying party (the “Indemnifying Party, upon request ”) within ten (10) days after learning of the Indemnified Partyoccurrence of any event that is asserted to be an indemnifiable event pursuant to this Agreement. If such event involves the claim of any third party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay be entitled to participate in and, to the fees and disbursements of such counsel related to such proceedingextent it shall wish, within a reasonable period of time after such fees and disbursements are billed by such counsel. If assume control over (in which case the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within shall assume all expense and provide a reasonable period security for costs with respect to) the defence, settlement, adjustment or compromise of time after such notice was given, then the claim. (b) The Indemnified Party shall have the right to retain its employ counsel at the Indemnified Party's own counselexpense and to participate in such action or claim, and including settlement or trial, so long as such participation does not substantially interfere in the fees and expenses Indemnifying Party's defence of such claim or action. The Indemnified Party may obtain separate counsel shall be at the Indemnifying Party’s expense if the Indemnified Party reasonably determines that (i) the Indemnified Party’s interests are adverse to the interest of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless or (a) the preceding sentence is applicable, (bii) the Indemnifying Party and fails to diligently pursue the defence of such claim. (c) The Indemnifying Party shall obtain the Consent of the Indemnified Party before entering into any settlement, adjustment, or compromise of such claim or ceasing to defend against such claim, if pursuant to or as a result of such settlement, adjustment, compromise, or cessation, injunctive or other non-monetary relief would be imposed against the Indemnified Party. (d) In the event that the Indemnifying Party reimburses the Indemnified Party for any third party claim, the Indemnified Party shall have mutually agreed remit to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and any reimbursement that the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable subsequently receives for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredthird party claim.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) Except as set forth in the Employee Matters Agreement, all claims for indemnification under this Article VIII shall be instituted against asserted and resolved as follows: (a) THIRD PARTY CLAIMS (OTHER THAN WITH RESPECT TO SHARED LIABILITIES). In the event that any claim or demand for which an Indemnifying Party may be liable to an Indemnified Party in hereunder (other than with respect of which indemnity to Shared Liabilities) is asserted against or sought pursuant to Section 2.01be collected by a third party from an Indemnified Party (an "ASSERTED LIABILITY"), such the Indemnified Party shall promptly as soon as possible notify the applicable Indemnifying Party in writing. The Indemnifying Partywriting of such Asserted Liability, upon request specifying the nature of such Asserted Liability (the Indemnified Party, shall acknowledge its obligation, subject to "CLAIM NOTICE"); provided that no delay on the terms hereof, to indemnify part of the Indemnified Party in writing and giving any such Claim Notice shall retain counsel reasonably satisfactory relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent that the Indemnifying Party is materially prejudiced by such delay. The Indemnifying Party shall have 60 days (or less if the nature of the Asserted Liability requires) from its receipt of the Claim Notice to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party's sole cost and expense and by counsel of its own choosing, to represent defend against such Asserted Liability; PROVIDED, HOWEVER, that if, under applicable standards of professional conduct a conflict on any significant issue between the Indemnified Indemnifying Party and any others the Indemnifying Indemnified Party may designate exists in respect of such proceeding and Asserted Liability, then the Indemnifying Party shall pay reimburse the Indemnified Party for the reasonable fees and disbursements expenses of one additional counsel (who shall be reasonably acceptable to the Indemnifying Party). The Indemnified Party shall have the right to control, pay or settle any Asserted Liability which the Indemnifying Party shall have undertaken to defend so long as the Indemnified Party shall also (at the time it exercises such counsel related right to control, pay or settle such proceeding, within a reasonable period of time after such fees and disbursements are billed Asserted Liability) waive any right to indemnification therefor by such counselthe Indemnifying Party. If the Indemnifying Party fails undertakes to acknowledge defend against such Asserted Liability, the Indemnified Party shall cooperate fully with the Indemnifying Party and its obligationcounsel in the investigation, subject defense and settlement thereof, but the Indemnifying Party shall control the investigation, defense and settlement thereof. If the Indemnified Party desires to participate in any such defense, it may do so at its sole cost and expense. If the terms hereof, Indemnifying Party elects not to indemnify in writing or fails to retain defend against such counsel within a reasonable period of time after such notice was givenAsserted Liability, then the Indemnifying Party shall have the right to participate in any such defense at its sole cost and expense, but the Indemnified Party shall control the investigation, defense and settlement thereof at the reasonable cost and expense of the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), consent to any settlement unless such settlement (i) includes a complete release of the Indemnified Party and (ii) does not require the Indemnified Party to make or forego any payment or forego or take any action. The Indemnifying Party shall not be liable for any settlement of any Asserted Liability effected without its prior written consent (which consent shall not be unreasonably withheld). In the event a dispute arises as to which party has responsibility under this Agreement for an Asserted Liability, the Indemnified Party shall have the right to retain its own counseldefend such Asserted Liability until such dispute is resolved in accordance with the procedures set forth in Section 12.2; PROVIDED, and HOWEVER, that in such circumstances (i) the fees and expenses of Indemnified Party shall not have the right to settle such counsel Asserted Liability unless the Indemnified Party shall be also (at the expense time it exercises such right to settle such Asserted Liability) waive any right to indemnification therefor by the Indemnifying Party and (ii) if it is subsequently determined pursuant to Section 12.2 that such Asserted Liability is the responsibility of the Indemnifying Party. In any such proceeding, any Indemnified the Indemnifying Party shall thereafter have the right to retain its own counsel, but the fees and expenses of defend against such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) Asserted Liability in accordance with this Section 8.3(a). Any disputes between the Indemnifying Party and the Indemnified Party under this Section 8.3(a) shall have mutually agreed be submitted to the retention of such counsel or (c) Separation Committee in accordance with the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, procedures set forth in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredSection 12.2.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any Indemnified Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, such Indemnified Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request of the Indemnified Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Indemnified Party to represent the Indemnified Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm firm (in addition to any local counsel) for all such Indemnified Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.

Procedure for Indemnification. In case any proceeding The Indemnitees and the Non Breaching Party are hereinafter collectively referred to as the “Indemnified Parties” The Parties (including any governmental investigationfor this purpose their respective Affiliates) shall not be instituted against liable for each other’s incidental, indirect, special or consequential damages (including loss of profits or loss of revenues) under this JVA, regardless of whether such liability arises in tort, contract, breach of warranty, indemnification or otherwise. Any compensation or indemnity as referred to above shall be such as to place the Indemnified Party, in the same position as it would have been in, had there not been any breach and as if the representation and/or warranty under which the Indemnified Party is to be indemnified had been correct. The rights and remedies of an Indemnified Party in respect of any breach, including breach of any of the representations and/or warranties shall not be affected by any act or happening Initials of Authorized Representative of ARI Member Initials of Authorized Representative of AMTEK Member which indemnity is sought pursuant to Section 2.01otherwise might have affected such rights and remedies, such except by a specific written waiver by the Indemnified Party shall promptly notify the applicable Indemnifying Party in writingParty. The Indemnifying Party, upon request rights of indemnification of the Indemnified Parties hereunder shall be without prejudice to, independent of, and in addition to all other rights or remedies available to them in law, equity or otherwise, including rights of specific performance, recession and restitution or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby; provided however, that this indemnity obligation shall not apply in regard to a breach by the Breaching Party or any of its Affiliates of those obligations under this Agreement which breach carries a specific remedy under this Agreement, which remedy shall be the other Party’s exclusive remedy for the breach by the Breaching Party or its Affiliate of such obligations. Any indemnity payments made pursuant to Article 28 shall be made free and clear of and without deduction for or on account of any taxes, shall acknowledge its obligationcharges, fees, costs, expenses or duties except as may be required by any applicable law. If any taxes or amounts in respect of such charges, fees, costs, expenses or duties must be deducted, or any other deductions must be made, from any amounts payable or paid pursuant to Article 28, such additional amounts must be paid by the indemnifying party as may be necessary to ensure that the Indemnified Parties receive a net amount equal to the full amount which they would have received had payment not been made subject to such taxes, charges, fees, costs, expenses or duties. The knowledge of the terms hereofIndemnified Parties or the conduct of any investigation (actual, constructive or imputed) by any of such persons shall not in any manner affect or limit the right to indemnification set forth hereinabove. Each Indemnified Party pursuant to Article 28.1(a) shall give prompt written notice to the Company of any potential Claim or event known to it which does or may give rise to indemnification hereunder, stating the nature and basis of said potential Claim or event and the amounts thereof, to indemnify the extent known. Each Indemnified Party in writing and entitled to indemnification pursuant to Article 28.1(b) shall retain counsel reasonably satisfactory give a similar notice to the other Party. Notwithstanding the foregoing, failure to give prompt written notice pursuant to this section shall not cause an Indemnified Party to represent lose its rights to indemnification hereunder except to the Indemnified extent that the JVC or the other Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed can establish that it has been harmed by such counseldelay. If In the Indemnifying Party fails to acknowledge its obligationevent of any Claim, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall give the JVC written notice of such Claim, with a copy of the Claim, process and legal pleadings with respect thereto. After notification, the JVC may participate in and assume the defense thereof, with counsel selected by it. If the JVC assumes the defense of the Claim, the Indemnified Party shall nonetheless have the right to retain employ its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any may participate in such proceeding, any Indemnified Party shall have the right to retain its own counselaction, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. Any such Indemnified Party unless indemnification will be made promptly following the fixing of the loss, liability or damage incurred or suffered by final nonappealable decision, settlement, contract or otherwise (a) except that any attorneys’ fees and the preceding sentence is applicableexpenses of defense may be paid as incurred). As a condition to the receipt of any indemnification payment hereunder, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed provide a complete and absolute release with respect to the retention subject matter of such counsel or (c) the named parties indemnification to any such proceeding (including any impleaded parties) include both the Indemnifying Party JVC and the Indemnified Party and representation other Party. Initials of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses Authorized Representative of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.ARI Member Initials of Authorized Representative of AMTEK Member

Procedure for Indemnification. In case Each party indemnified under subsection (a) or (b) of this Section 5.01 (the "Indemnified Party") shall, promptly after receipt of actual notice of any proceeding (including claim or the commencement of any governmental investigation) shall be instituted action against any such Indemnified Party in respect of which indemnity is sought pursuant may be sought, notify the party required to provide indemnification (the "Indemnifying Party") in writing of the claim or the commencement thereof, provided that the failure of the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to an Indemnified Party on account of the indemnity agreement contained in subsection (a) or (b) of this Section 2.015.01, unless the Indemnifying Party was materially prejudiced by such failure, and in no event shall such failure relieve the Indemnifying Party from any other liability which it may have to such Indemnified Party. If any such claim or action shall be brought against an Indemnified Party, it shall notify the Indemnifying Party thereof and the Indemnifying Party shall promptly notify be entitled to participate therein, and, to the applicable Indemnifying Party in writing. The extent that it wishes, jointly with any other similarly notified Indemnifying Party, upon request of to assume the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to represent the Indemnified Party and any others of its election to assume the Indemnifying Party may designate in defense of such proceeding and claim or action, the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject not be liable (except to the terms hereofextent the proviso to this sentence is applicable, in which event it will be so liable) to indemnify the Indemnified Party under this Section 5.01 for any legal or other expenses subsequently incurred by the Indemnified Party in writing or fails to retain such counsel within a connection with the defense thereof other than reasonable period costs of time after such notice was given, then the investigation; provided that each Indemnified Party shall have the right to retain employ separate counsel to represent it and assume its own counseldefense (in which case, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and shall not represent it) if (i) upon the Indemnified Party shall have mutually agreed to advice of counsel, the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) in the event the Indemnifying Party has not assumed the defense thereof within 10 days of receipt of notice of such claim or commencement of action, and in which case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party. It is understood that the The Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that unless conflicting interests of the Indemnified Parties make the retention of one firm on behalf of all of them unreasonable. If any Indemnified Party employs such fees and expenses separate counsel it will not enter into any settlement agreement which is not approved by the Indemnifying Party, such approval not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any such claim or action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be reimbursed responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. In any action hereunder as they are incurredto which the Indemnifying Party has assumed the defense thereof with counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party shall continue to be entitled to participate in the defense thereof with counsel of its own choice, but, except as set forth above, the Indemnifying Party shall not be obligated hereunder to reimburse the Indemnified Party for the costs thereof. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

Procedure for Indemnification. 24.1. In case the event that any proceeding person (including any governmental investigationan “Indemnified Party”) shall be instituted against any Indemnified Party in respect of which indemnity entitled to indemnification under Section 23 is sought pursuant to Section 2.01seeking indemnification, such Indemnified Party shall promptly notify the applicable Indemnifying indemnifying Party (“Indemnitor”) in writingwriting of the claim (and in reasonable detail); provided, however, that failure to give such notification shall not affect the indemnification to be provided hereunder except to the extent Indemnitor shall have been actually prejudiced as a result of such failure. As a condition to indemnification under this Agreement, Indemnitor, in its sole discretion, may manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnifying Indemnified Parties shall provide Indemnitor with reasonable assistance and cooperation and all material relevant information to support the defense of any indemnified claim, and Indemnitor shall reimburse the Indemnified Parties for their reasonable out-of-pocket expense incurred in connection with such assistance and cooperation. Indemnitor shall not accept any settlement which imposes liability not covered by the indemnification provided under this Agreement or imposes any obligation on, or otherwise adversely affects, the LACEY Indemnified Parties or the DSCO Indemnified Parties without the prior written consent of such affected Indemnified Party, upon request of as applicable. Indemnitor shall have no obligation to indemnify the Indemnified Parties in connection with any settlement made without Indemnitor’s written consent. Except for such assistance and cooperation as may reasonably be requested by Indemnitor, nothing contained in this Section 24 shall require the Indemnified Party to take any action in its own name in defending any claim, action or proceedings; however, the Indemnified Party, shall acknowledge at is option and expense, may review and comment on the defense of any claim through its obligationown counsel. If (i) in the opinion of counsel for the Indemnified Party, subject to the terms hereof, to indemnify representation of the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel retained by Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other Party represented by such counsel in such proceedings, or (ii) the named parties to any such proceeding (including the impleaded parties) include both Indemnitor and the Indemnified Party, and representation of both Parties by the same counsel would be inappropriate in the opinion of the Indemnified Party’s counsel due to actual or potential differing interests between them; in any such case, one firm of attorneys separate from Indemnitor’s counsel may be retained to represent the Indemnified Party at Indemnitor’s expense. It is understood As the Parties intend complete indemnification, all reasonable attorneys’ fees and expenses incurred by an Indemnified Party in connection with enforcement of Sections 23.1, 23.2, and 23.3 shall also be reimbursed by Indemnitor. 24.2. IfLACEY receives a written legal opinion or notification that the Indemnifying Party Manufacture, sale, or use of AFECTAIR Devices infringe on the proprietary information or patents of a third party, LACEY shall notpromptly deliver a copy of such opinion or notification to DSCO. LACEY may discontinue Manufacture of any goods involved in the alleged infringement with prior written notice to DSCO provided that DSCO is given a reasonable period of time to ascertain the legitimacy of such opinion or notice and discuss with LACEY. In the event DSCO believes (upon the advice of its counsel, including internal counsel) that neither the Manufacture, sale, nor use of AFECTAIR Devices infringe on the proprietary information or patents of such third party, in order to ensure continuous availability of AFECTAIR Devices Manufacture by LACEY, DSCO may notify LACEY that it wishes to continue the Manufacture of AFECTAIR Devices and, in connection therewith, will indemnify LACEY in accordance with any proceeding or related proceedings in the same jurisdictionSection 23.1. Upon receipt of such notice, be liable for the reasonable fees and expenses of more than one separate firm (in addition LACEY will continue to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.Manufacture AFECTAIR Devices. [***] Denotes Material is Subject to a Confidential Treatment Request

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted If a claim by a third party is made against any party hereto, and such party (the "Indemnified Party in Party") intends to seek indemnity with respect of which indemnity is sought pursuant to such claim under this Section 2.01, VII such Indemnified Party shall promptly notify the applicable party from whom such indemnity may be sought (the "Indemnifying Party in writingParty") of such claim. The Indemnifying PartyParty shall have thirty (30) days after receipt of the above-mentioned notice to undertake, upon request conduct and control, through counsel of such party's own choosing (subject to the consent of the Indemnified Party, shall acknowledge its obligationsuch consent not to be unreasonably withheld) and at such party's expense, subject to the terms hereofsettlement or defense of it, to indemnify and the Indemnified Party shall cooperate with the Indemnifying Party in writing and connection with such efforts: provided that: (i) the Indemnifying Party shall retain counsel reasonably satisfactory not by this Agreement permit to exist any lien, encumbrance or other adverse charge upon any asset of any Indemnified Party, (ii) the Indemnifying Party shall permit the Indemnified Party to represent participate in such settlement or defense through counsel chosen by the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceedingParty, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and provided that the fees and expenses of such counsel shall be borne by the Indemnified Party, and (iii) the Indemnifying Party shall agree promptly to reimburse the Indemnified Party for the full amount of any loss resulting from such claim and all related expense incurred by the Indemnified Party pursuant to this Section VII. So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. If the Indemnified Party does not notify the Indemnified Party within thirty (30) days after receipt of the Indemnified Party's notice of a claim of indemnify under this Section VI that such party elects to undertake the defense of such claim, the Indemnified Party shall have the right to contest, settle or compromise the claim in the exercise of the Indemnified Party's exclusive discretion at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall notwithin 30 days pay to the Indemnified Party the amount of expenses and damages as a result of contesting, settling or compromising such claim. In the event that any party hereto shall incur any Damages in connection with any proceeding or related proceedings in respect of which indemnity may be sought by such party pursuant to this Section VII. the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses Indemnifying Party shall be reimbursed as they are incurredgiven written notice thereof by the indemnified Party, which notice shall specify the amount and nature of such Damages and include the request of the Indemnified Party for indemnification of such amount. The Indemnifying party shall within 30 days pay to the Indemnified Party the amount of the Damages so specified.

Procedure for Indemnification. Promptly after receipt by an indemnified party under SECTION 9.2 OR 9.3 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any proceeding (including any governmental investigation) such action shall be instituted brought against any Indemnified Party in respect of which indemnity is sought pursuant an indemnified party and it shall give written notice to Section 2.01, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request indemnifying party of the Indemnified Partycommencement thereof, the indemnifying party shall acknowledge its obligationbe entitled to participate therein and, subject to the terms hereofextent that it may wish, to indemnify assume the Indemnified Party in writing and shall retain defense thereof with counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselindemnified party. If the Indemnifying Party fails indemnifying party elects to acknowledge its obligationassume the defense of such action, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party indemnified party shall have the right to retain employ separate counsel at its own counsel, expense and to participate in the fees and expenses defense thereof. If the indemnifying party elects not to assume (or fails to assume) the defense of such counsel action, the indemnified party shall be entitled to assume the defense of such action with counsel of its own choice, at the expense of the Indemnifying Partyindemnifying party. In any such proceeding, any Indemnified Party shall have If the right to retain its own counsel, but action is asserted against both the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party indemnifying party and the Indemnified Party shall have mutually agreed to the retention indemnified party and there is a conflict of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by interests which renders it inappropriate for the same counsel would to represent both the indemnifying party and the indemnified party, the indemnifying party shall be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable responsible for paying for separate counsel for the reasonable fees and expenses of indemnified party; provided, however, that if there is more than one indemnified party, the indemnifying party shall not be responsible for paying for more than one separate firm (in addition of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. The indemnifying party shall have no liability with respect to any local counsel) for all such Indemnified Parties, and that all such fees and expenses compromise or settlement of any action effected without its written consent (which shall not be reimbursed as they are incurredunreasonably withheld).

Procedure for Indemnification. In case any proceeding Each party entitled to indemnification under this article (including any governmental investigationthe "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be instituted against sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01, such Indemnified Party give notice as provided herein shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others not relieve the Indemnifying Party of its obligations under this article, except to the extent that such failure to give notice prejudices the Indemnifying Party; and provided, further, that the Indemnifying Party shall have acknowledged that one or more of the claims as to which indemnity may designate be sought are the subject of indemnification hereunder. The Indemnified Party may participate in such proceeding and defense at such party's expense; provided, however, that the Indemnifying Party shall pay the fees and disbursements expense of such one law firm for the Indemnified Party if representation of the Indemnified Party by the counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed retained by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between themthe Indemnified Party and any other party represented by such counsel in such proceeding. It is understood that No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredParty.

Procedure for Indemnification. In case (a) For purposes of this Article IV, any proceeding (including Person entitled to indemnification is referred to as an “Indemnified Party”, and any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant Person liable to Section 2.01, such indemnify an Indemnified Party shall promptly be known as an “Indemnifying Party.” The Indemnified Party shall notify the applicable Indemnifying Party as soon as practicable after the Indemnified Party receives notice of or otherwise has actual knowledge of such claim, and shall provide to the Indemnifying Party as soon thereafter as practicable all information and documentation necessary to support and verify the claim being asserted, and the Indemnifying Party shall be given access to all books and records in writingthe possession or control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such 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 Article IV, the Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party, notify the Indemnifying Party promptly 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 that the Indemnifying Party is materially prejudiced thereby. The Indemnifying PartyParty shall have the right, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereofwithin thirty (30) days after being so notified, to indemnify assume the Indemnified Party in writing and shall retain defense of such litigation or proceeding with counsel reasonably satisfactory to the Indemnified Party to represent Party. In any such litigation or proceeding the Indemnified Party and any others defense of which has been assumed by the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceedingParty, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to participate therein and retain its own counselcounsel at its own expense, and the fees and expenses of provided that such Indemnified Party’s counsel shall be retained at the expense of the Indemnifying Party. In any such proceeding, any ’s expense if (i) the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel so agree or (cii) the named parties to any such litigation or proceeding (including any impleaded parties) include both the Indemnifying Indemnified Party and the Indemnified Indemnifying Party and representation of both parties the Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood , provided further that the in no event shall an Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable obligated to pay for the reasonable fees and expenses of more than one separate firm of counsel (in addition to any local counsel) for all such Indemnified Parties, unless the representation of all Indemnified Parties by the same firm of counsel would be inappropriate due to actual or potential differing interests between them or each such Indemnified Party is named party to any such litigation or proceeding. To the extent that the settlement of such an action or proceeding, the defense of which has been assumed by the Indemnifying Party, involves payment of money, the Indemnifying Party shall have the right, in consultation with the Indemnified Party, to settle those aspects dealing only with the payment of money. Notwithstanding the foregoing, in connection with any such defense or settlement, the Indemnifying Party shall not enter into a consent decree or any settlement involving injunctive or other non-monetary relief or consent to an injunction or any settlement without the Indemnified Party’s written consent, which consent shall not be unreasonably withheld. The Indemnified Party shall cooperate, and that all such fees shall use its reasonable efforts to cause its employees and expenses the employees of any of its respective Affiliates to cooperate with the Indemnifying Party in the defense of any action, suit or proceeding assumed by the Indemnifying Party. (c) Each Indemnifying Party’s obligation under this Article IV shall not affect the other Parties’ right to seek any other remedy upon a default by the Indemnifying Party under this Agreement. (d) All sums payable by the Indemnifying Party in accordance with this Article IV shall be reimbursed as they are incurredpaid without any deduction, withholding, counterclaim or set-off.

Procedure for Indemnification. In case (a) For purposes of this Article X, any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant Person liable to Section 2.01, such indemnify an Indemnified Party shall promptly be known as an "Indemnifying Party." The Indemnified Party shall notify the applicable Indemnifying Party as soon as practicable after the Indemnified Party receives notice of or otherwise has actual knowledge of such claim, and shall provide to the Indemnifying Party as soon thereafter as practicable all information and documentation necessary to support and verify the claim being asserted, and the Indemnifying Party shall be given access to all books and records in writingthe possession or control of the Indemnified Party which the Indemnifying Party reasonably determines to be related to such 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 Article X, the Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party, notify the Indemnifying Party promptly 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 that it may have on account of this indemnification or otherwise, except to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying PartyParty shall have the right, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereofwithin thirty (30) days after being so notified, to indemnify assume the Indemnified Party in writing and shall retain defense of such litigation or proceeding with counsel reasonably satisfactory to the Indemnified Party to represent Party. In any such litigation or proceeding the Indemnified Party and any others defense of which has been assumed by the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceedingParty, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to participate therein and retain its own counselcounsel at its own expense, and the fees and expenses of provided that such Indemnified Party's counsel shall be retained at the expense of the Indemnifying Party. In any such proceeding, any 's expense if (i) the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel so agree or (cii) the named parties to any such litigation or proceeding (including any impleaded parties) include both the Indemnifying Indemnified Party and the Indemnified Indemnifying Party and representation of both parties the Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood , provided further that the in no event shall an Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable obligated to pay for the reasonable fees and expenses of more than one separate firm of counsel (in addition to any local counsel) for all such Indemnified Parties, unless the representation of all Indemnified Parties by the same firm of counsel would be inappropriate due to actual or potential differing interests between them or each such Indemnified Party is named party to any such litigation or proceeding. To the extent that the settlement of such an action or proceeding, the defense of which has been assumed by the Indemnifying Party, involves payment of money, the Indemnifying Party shall have the right, in consultation with the Indemnified Party, to settle those aspects dealing only with the payment of money. Notwithstanding the foregoing, in connection with any such defense or settlement, the Indemnifying Party shall not enter into a consent decree or any settlement involving injunctive or other non-monetary relief or consent to an injunction or settlement without the Indemnified Party's written consent, which consent shall not be unreasonably withheld. The Indemnified Party shall cooperate, and that all such fees shall use its reasonable efforts to cause its employees and expenses the employees of any of its respective Affiliates to cooperate with the Indemnifying Party in the defense of any action, suit or proceeding assumed by the Indemnifying Party. (c) Each Indemnifying Party's obligation under this Article X shall not affect the other Parties' right to seek any other remedy upon a default by the Indemnifying Party under this Agreement. (d) All sums payable by the Indemnifying Party in accordance with this Article X shall be reimbursed as they are incurredpaid without any deduction, withholding, counterclaim or set off.

Procedure for Indemnification. In case Promptly after a party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person") or the commencement of any action or proceeding by a Third Person, the Indemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to this Agreement (hereinafter the "Indemnifying Party"), give the Indemnifying Party written notice of such claim or the commencement of such action or proceeding (including any governmental investigation) the "Notice"). The Notice shall be instituted against any Indemnified Party in respect state the nature and the basis of which indemnity is sought pursuant to Section 2.01, such Indemnified Party shall promptly notify claim and a reasonable estimate of the applicable Indemnifying Party in writingamount thereof. The Indemnifying Party, upon request after receipt of the Notice, shall defend and settle, at its own expense and by its own counsel, each such matter so long as the Indemnifying Party pursues the same diligently and in good faith and the claim does not involve injunction or equitable relief or involve criminal penalties. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records or information reasonably requested by the Indemnifying Party that are in the Indemnified Party's possession or control. Notwithstanding the foregoing, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain participate in any matter through counsel of its own counselchoosing at its own expense, provided that the Indemnifying Party's counsel shall always be lead counsel and shall determine all litigation and settlement steps, strategy and the fees like. After the Indemnifying Party has received the Notice, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability, except to the extent such participation is requested by the Indemnifying Party, in which event the Indemnified Party shall be reimbursed by the Indemnifying Party for reasonable additional legal expenses, out-of-pocket and allocable share of employee compensation incurred in connection with such participation for any employee whose participation is so requested. The foregoing notwithstanding, if the Indemnifying Party fails diligently to defend any such matter to which the Indemnified Party is entitled to indemnification hereunder or if the claim involves criminal penalties, the Indemnified Party may undertake such defense through counsel of its choice and at the Indemnifying Party's expense. In each case where the Indemnifying Party is obligated to pay the costs and expenses of the Indemnified Party, the Indemnifying Party shall pay the costs and expenses of the Indemnified Party as such counsel shall be at costs and expenses are incurred. If the expense Indemnifying Party desires to accept a final and complete settlement of any such Third Person claim and the Indemnified Party refuses to consent to such settlement, then the Indemnifying Party. In any 's liability under this Section with respect to such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel Third Person claim shall be at limited to the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party amount so offered in settlement by said Third Person and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both reimburse the Indemnifying Party and the Indemnified Party and representation for any additional costs of both parties by the same counsel would be inappropriate due defense which it subsequently incurs with respect to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredclaim.

Procedure for Indemnification. Any Party entitled to indemnification under this Section 8 (an “Indemnified Party”) will give written notice to the indemnifying party (“Indemnifying Party”) of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any Action, proceeding (including any governmental investigation) shall be instituted or claim is brought against any an Indemnified Party in respect of which indemnity indemnification is sought pursuant to Section 2.01hereunder, such Indemnified the Indemnifying Party shall promptly notify be entitled to participate in and, unless in the applicable Indemnifying Party in writing. The Indemnifying Party, upon request reasonable judgment of the Indemnified Party, shall acknowledge its obligation, subject counsel to the terms hereof, to indemnify the Indemnified Party in writing a conflict of interest between it and shall retain the Indemnifying Party may exist with respect of such Action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the Indemnifying Party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to represent notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any Action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such Action or claim. In any event, unless and any others until the Indemnifying Party may designate elects in writing to assume and does so assume the defense of any such claim, proceeding or Action, the Indemnified Party's costs and expenses arising out of the defense, settlement or compromise of any such Action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the Indemnifying Party in connection with any settlement negotiations or defense of any such Action or claim by the Indemnifying Party and shall pay furnish to the fees and disbursements of such counsel related Indemnifying Party all information reasonably available to the Indemnified Party, which relates to such proceeding, within a reasonable period Action or claim. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of time after such fees and disbursements are billed by such counselthe defense or any settlement negotiations with respect thereto. If the Indemnifying Party fails elects to acknowledge its obligation, subject to the terms hereof, to indemnify in writing defend any such Action or fails to retain such counsel within a reasonable period of time after such notice was givenclaim, then the Indemnified Party shall have the right be entitled to retain participate in such defense with counsel of its own counsel, choice at its sole cost and the fees and expenses of such counsel shall be at the expense of the expense. The Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain not be liable for any settlement of any Action, claim or proceeding affected without its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed prior written consent. Notwithstanding anything in this Section 8 to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that contrary, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in connection with respect thereof which imposes any proceeding future obligation on the Indemnified Party or related proceedings which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in the same jurisdiction, respect of such claim. The indemnity agreements contained herein shall be liable for the reasonable fees and expenses of more than one separate firm (in addition to (a) any local counsel) for all such cause of Action or similar rights of the Indemnified PartiesParty against the Indemnifying Party or others, and that all such fees and expenses shall be reimbursed as they are incurred.and

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any If and whenever an Indemnified Party in respect desires to claim indemnification for any of the matters for which indemnity is indemnification may be sought pursuant to Section 2.01the provisions of this Article IV, such Indemnified Party shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject deliver to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and a Notice of Claim specifying each of the matters for which indemnification is sought. Upon receiving the Notice of Claim, the Indemnifying Party shall pay have the fees right, exercisable at any time during a ten (10) day period from the day of the receipt of the Notice of Claim, to elect to compromise or defend against any of the matters for which indemnification is sought through counsel of its own choosing and disbursements at its expense, or at the election of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligationParty, subject to the terms hereofexercisable at any time within such ten (10) day period, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain compromise or defend against any of the matters for which indemnification is sought, through counsel of its own counsel, choosing and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any If the Indemnifying Party does not make either of the elections called for by this Section 4.4 within said ten (10) day period, or to the extent the Indemnifying Party fails to make such proceedingelection, any then and in that event, the Indemnified Party shall have the right to retain compromise or defend against any of the matters for which indemnification is sought through counsel of its own counsel, but the fees choosing and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence Indemnifying Party. If any action or claim for which indemnification is applicable, (b) sought is asserted both against the Indemnifying Party and the Indemnified Party shall have mutually agreed Party, and in good faith it is determined there is a conflict of interest which renders it inappropriate for the same counsel to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include represent both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that Party, the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable responsible for paying for separate counsel for the reasonable fees and expenses of Indemnified Party; provided, however, that if there is more than one Indemnified Party, the Indemnifying Party shall not be responsible for paying for more than one separate firm (in addition of attorneys to represent the Indemnified Party, regardless of the number of Indemnified Parties. The Indemnified Party will not consent to the entry of a judgment or enter into any agreement with respect to any local counsel) matter for which indemnification is sought without the written consent of the Indemnifying Party (not to be withheld or delayed unreasonably). The Indemnifying Party shall not consent to the entry of a judgement with respect to any matter for which indemnification is sought or enter into any settlement with respect thereto which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all such liability with respect thereto, without the written consent of the Indemnified Parties, Party (not to be withheld or delayed unreasonably). All attorneys and that all such fees and expenses other representatives employed by the Indemnifying party shall be reimbursed as they are incurredsubject to approval by the Indemnified Party, which approval shall not be unreasonably withheld or delayed.

Procedure for Indemnification. In case Each party indemnified under paragraph (a) or (b) of this Section 4, or under Section 7(f) hereof, shall, promptly after receipt of notice of the commencement of any proceeding (including any governmental investigation) shall be instituted action against any Indemnified Party such indemnified party in respect of which indemnity is sought pursuant to Section 2.01may be sought, such Indemnified Party shall promptly notify the applicable Indemnifying Party indemnifying party in writingwriting of the commencement thereof. The Indemnifying Party, upon request omission of any indemnified party so to notify an indemnifying party of any such action shall not relieve the indemnifying party from any liability in respect of such action which it may have to such indemnified party on account of the Indemnified Partyindemnity agreement contained in paragraph (a) or (b) of this Section 4, shall acknowledge its obligationor under Section 7(f) hereof, subject except to the terms hereofextent that the indemnifying party was prejudiced by such omission, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. In case any such action shall be brought against any indemnified party and such indemnified party shall notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to indemnify the Indemnified Party in writing and shall retain extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselindemnified party. If the Indemnifying Party fails indemnifying party so assumes the defense thereof, it may not agree to acknowledge its obligationany settlement of any such action as the result of which any remedy or relief, subject other than monetary damages for which the indemnifying party shall be responsible hereunder, shall be applied to or against the terms hereofindemnified party, without the prior written consent of the indemnified party. If the indemnifying party does not assume the defense thereof, it shall be bound by any settlement to indemnify which the indemnified party agrees, irrespective of whether the indemnifying party consents thereto. If any settlement of any claim is effected by the indemnified party prior to commencement of any action relating thereto, the indemnifying party shall be bound thereby only if it has consented in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Partythereto. In any such proceedingaction hereunder, any Indemnified Party the indemnified party shall have continue to be entitled to participate in the right to retain defense thereof, with counsel of its own counselchoice, but even if the fees and expenses of such counsel indemnifying party has assumed the defense thereof, provided that the indemnifying party shall be at relieved of the expense of such Indemnified Party unless (a) obligation hereunder to reimburse the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable indemnified party for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Partiescosts thereof, and that all such fees and expenses shall be reimbursed as they are incurredif the indemnifying party has so assumed the defense thereof.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against involving any Indemnified Party Person in respect of which indemnity is may be sought pursuant to Section 2.014.01 or 4.02, such Person (hereinafter called the "Indemnified Party Party") shall promptly notify the applicable person against whom such indemnity may be sought (hereinafter called the "Indemnifying Party Party") in writing. The Indemnifying Party, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after as and when such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is 47 understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.

Procedure for Indemnification. In case the event any proceeding (including any governmental investigation) shall be instituted against any of the Buyer Indemnified Party in respect of which indemnity is sought Parties or the Company Indemnified Parties intends to seek indemnification pursuant to the provisions of Section 2.0110.01 or 10.02 hereof (the “Indemnified Party”), such the Indemnified Party shall promptly notify give notice hereunder to the applicable other party (the “Indemnifying Party”) of any Claim or legal proceeding for which recovery or other action may be sought by the Indemnified Party because of the indemnification provided for in writing. The Section 10.01 or 10.02 hereof, and, if such indemnity shall arise from the Claim of a third party, the Indemnified Party shall permit the Indemnifying Party, at its sole cost and expense and upon request of the Indemnified Party, shall acknowledge its obligation, subject written notice to the terms hereof, to indemnify the Indemnified Party within 30 days after the Indemnifying Party’s receipt of written notice of the Claim, to assume the defense of any such Claim or legal proceeding if the Indemnifying Party acknowledges in writing and its indemnification obligations with respect to such Claim. If the Indemnifying Party assumes the defense of any such Claim or legal proceeding, the Indemnifying Party shall retain select counsel reasonably satisfactory acceptable to the Indemnified Party to represent conduct the defense of such Claim or legal proceeding and shall take all steps reasonably necessary in the defense or settlement thereof. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any such Claim or legal proceeding, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its sole cost and expense. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any others failure of the Indemnifying Indemnified Party may designate to give such notice (or by delay by the Indemnified Party in giving such proceeding notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall pay have been prejudiced as a result of the fees and disbursements of failure to give, or delay in giving, such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselnotice. If the Indemnifying Party fails to acknowledge its obligation, subject to does not assume the defense of any such Claim of a third party or legal proceeding resulting therefrom in accordance with the terms hereofof this Section 10.04, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have may defend against such Claim or legal proceeding in such manner as it reasonably deems appropriate. The Indemnified Party may not settle such claim or litigation without the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. In any such proceeding, any Indemnified Party Each party shall have the right to retain its own counsel, but the fees cooperate in good faith and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the in all respects with each Indemnifying Party and its representatives (including, without limitation, its counsel) in the Indemnified Party investigation, negotiation, settlement, trial and/or defense of any Claim or legal proceeding (and any appeal arising therefrom). The parties shall have mutually cooperate with each other in any notifications to and information requests of any insurers. No individual representative of any Person, or its respective Affiliates, shall be personally liable for any Claim or Claims under this Agreement, except as specifically agreed to the retention of such counsel by said individual representative or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, as set forth in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredthis Agreement.

Procedure for Indemnification. In case If any proceeding Person shall claim indemnification (including the “Indemnified Party”) hereunder for any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01claim other than a third party claim, such the Indemnified Party shall promptly give written notice to the other party from whom indemnification is sought (the “Indemnifying Party”) of the nature and amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand of a third party, the Indemnified Party shall promptly give written notice (a “Third-Party Notice”) to the Indemnifying Party of the basis for such claim or demand, setting forth the nature of the claim or demand in detail. Provided that the Indemnifying Party acknowledges in writing its indemnification obligations pursuant to this Article VIII with respect to the claims in such Third-Party Notice, the Indemnifying Party may defend and, if appropriate, settle at its own cost and through counsel of its own choosing, any claim or demand set forth in a Third-Party Notice giving rise to such claim for indemnification. In the event the Indemnifying Party undertakes to compromise or defend any such claim or demand, it shall promptly (and in any event, no later than fifteen (15) days after receipt of the Third-Party Notice) notify the applicable Indemnified Party in writing of its intention to do so and shall give the Indemnified Party such security in that regard as the Indemnified Party reasonably may request. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or compromise of such claim or demand. After the assumption of the defense by the Indemnifying Party, the Indemnified Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnifying Party in writingconnection with such defense, but the Indemnified Party may participate in such defense at its own expense. The No settlement of a third party claim or demand defended by the Indemnifying Party, upon request Party shall be made without the written consent of the Indemnified Party, shall acknowledge its obligation, subject such consent not to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counselbe unreasonably withheld. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the The Indemnifying Party shall not, except with written consent of the Indemnified Party, consent to the entry of a judgment or settlement which does not include as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of an unconditional release from all liability in connection with any proceeding respect of such third party claim or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurreddemand.

Procedure for Indemnification. In case Promptly after receipt by ----------------------------- any party entitled to indemnification under Section 6 or 7 (the "Indemnified Party") of notice of the commencement of any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is may be sought pursuant to Section 2.01thereto, such Indemnified Party shall promptly will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to such indemnifying party of the commencement of such action; provided, however, that the failure to -------- ------- so notify the applicable Indemnifying Party in writingindemnifying party will not relieve the indemnifying party from any liability under this Agreement except to the extent that such failure or delay materially prejudices the indemnifying party with respect to the defense of such claims. The Indemnifying Partyindemnifying party shall assume the defense thereof, upon request of the Indemnified Partyjointly with any other indemnifying party similarly notified, shall acknowledge its obligationwith counsel selected by such indemnifying party, subject to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel that is reasonably satisfactory to the Indemnified Party to represent Party, and shall assume the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the payment of all fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the Indemnifying Partyexpenses. In any such proceeding, any Indemnified Party shall have the right to retain its own counselcounsel and to participate in such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (ai) the preceding sentence is applicable, (b) the Indemnifying Party indemnifying party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (cii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Indemnified Party and the Indemnified Party indemnifying party and representation of both parties by the same counsel would would, in the opinion of counsel to the Indemnified Party, be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredincurred (but not more frequently than monthly). In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The indemnifying party shall be entitled to settle any such action (in which event the Indemnified Party shall take all action reasonably necessary to effect such settlement) except that the Indemnifying Party may not settle any such action, without the consent of the Indemnified Party, if the terms of such settlement include any express or implied admission of culpability by the Indemnified Party. The indemnifying party shall give the Indemnified Party not less than twenty (20) days prior written notice of any proposed settlement, together with true and correct copies of any proposed agreements relating thereto.

Procedure for Indemnification. In case Promptly after the receipt by any party hereto of notice of (i) any third-party claim or (ii) the commencement of any suit, action, arbitration or judicial proceeding (including any governmental investigation) shall by a third-party, such party will, if a claim with respect thereto is to be instituted made against any Indemnified Party in respect of which indemnity is sought party obligated to provide indemnification pursuant to Section 2.0110.1 hereof, give such Indemnified Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such Indemnifying Party shall have the right, at its option, to compromise or defend, at its own expense and by its counsel, any such matter involving the asserted liability of the party seeking such indemnification subject to the consent of the Indemnitee which shall not be unreasonably withheld, conditioned or delayed. Such notice, and the opportunity to compromise or defend, shall be a condition precedent to any liability of the Indemnifying Party under the indemnification agreement contained in said Section 10.1. In the event that any Indemnifying Party shall undertake to compromise or defend any such asserted liability, it shall promptly notify the applicable Indemnifying Party in writing. The Indemnifying PartyIndemnitee of its intention to do so, upon request of and the Indemnified Party, shall acknowledge its obligation, subject Indemnitee agrees to the terms hereof, to indemnify the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others cooperate fully with the Indemnifying Party may designate and its counsel in the compromise of, or defense against, any such proceeding and asserted liability. In any event, the Indemnitee shall have the right, at its own expense, to participate in the defense of such asserted liability, provided that the Indemnifying Party shall pay make all final decisions concerning the fees and disbursements defense or compromise or settlement of such counsel related to such proceeding, within a reasonable period of time after such fees litigation and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party Indemnitee shall have the right to retain its own counsel, and the fees and expenses of such be separately represented by counsel shall be at the expense of the Indemnifying PartyParty if there is a conflict of interest in representation by a single counsel. In Notwithstanding the foregoing, no compromise or settlement of any such proceedingclaim, any Indemnified Party shall have the right action, liability, etc. pursuant to retain its own counsel, but the fees and expenses of such counsel shall this Section 10.3 may be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) effected by the Indemnifying Party without Indemnitee’s consent, which shall not be unreasonably withheld, conditioned or delayed, unless (A) there is no finding or admission of any violation of legal requirements or any violation of the right of any person or entity and no effect on any other claims that may be made against the Indemnified Party shall have mutually agreed to the retention of such counsel or Indemnitee and (cB) the named parties to any such proceeding (including any impleaded parties) include both sole relief provided is monetary damages that are paid in full by the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredParty.

Procedure for Indemnification. In case any proceeding Any party seeking indemnification under this Agreement (including any governmental investigationthe "Indemnified Party") shall be instituted against give the party from whom indemnification is sought (the "Indemnifying Party") written notice of any claim or the commencement of any action or proceeding for which the Indemnified Party in respect of which indemnity is sought pursuant to Section 2.01seeks indemnification, such and the Indemnified Party shall promptly notify permit the applicable Indemnifying Party in writing. The Indemnifying Partyto assume the defense of any such claim or any litigation resulting from such claim, upon request of the Indemnified Party, shall acknowledge its obligation, subject to the terms hereof, to indemnify unless injunctive relief is sought against the Indemnified Party in writing and shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel related to such proceeding, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then which case the Indemnified Party shall have the right to retain its own counsel, and join in any defense. The Indemnified Party's failure to give the fees and expenses of such counsel Indemnifying Party notice under this clause shall be at not preclude the expense of Indemnified Party from seeking indemnification from the Indemnifying Party except to the extent that the Indemnified Party's failure has materially prejudiced the Indemnifying Party's ability to defend the claim or litigation. In any such proceeding, any Indemnified The Indemnifying Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and not settle any claim for which the Indemnified Party shall have mutually agreed seeks indemnification or consent to the retention entry of any judgment in litigation arising from such counsel or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and a claim without obtaining a release of the Indemnified Party and representation from all liability in respect of both parties by the same counsel would be inappropriate due to actual such claim or potential differing interests between themlitigation. It is understood that If the Indemnifying Party shall notnot assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may defend against or settle such claim or litigation in such manner as it may deem appropriate, and the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of all expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such claim or litigation; if no settlement of the claim or litigation is made, the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any proceeding judgment rendered with respect to such claim or related proceedings in such litigation and for all expenses, legal or otherwise, incurred by the Indemnified Party in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all defense against such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredclaim or litigation.

Procedure for Indemnification. In case any proceeding (including any governmental investigation) shall be instituted against any Indemnified Party in respect of which indemnity is sought Any amounts payable by VPUR pursuant to Section 2.010 shall be paid no later than sixty (60) days after the resolution (by judgment, settlement, dismissal or otherwise) of the claim to which indemnification is sought. If a claim is brought by the Indemnified Party under this Agreement, under any statute, or under any provision of VPUR's Charter or By-Laws, as amended or restated from time to time, which provision provides for indemnification, and if such claim is not paid in full by VPUR within such time period, the Indemnified Party may, but need not, at any time thereafter bring an action against VPUR to recover the unpaid amount of the claim and, subject to Section 0 of this Agreement, the Indemnified Party shall promptly notify also be entitled to be reimbursed for the applicable Indemnifying Party in writingexpense (including reasonable attorneys' fees) of bringing such action. The Indemnifying Party, upon request of It shall be a defense to any such action that the Indemnified Party, shall acknowledge its obligation, subject to Party has not met the terms hereof, standards of conduct which make it permissible under applicable law for VPUR to indemnify the Indemnified Party in writing and for the amount claimed. Section 0 shall retain counsel reasonably satisfactory apply to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding determination and the Indemnifying Party burden of proving such defense shall pay the fees and disbursements of such counsel related to such proceedingbe on VPUR. In addition, within a reasonable period of time after such fees and disbursements are billed by such counsel. If the Indemnifying Party fails to acknowledge its obligation, subject to the terms hereof, to indemnify in writing or fails to retain such counsel within a reasonable period of time after such notice was given, then the Indemnified Party shall have the right be entitled to retain its own counsel, receive interim payments of expenses pursuant to Section 0 unless and the fees and expenses of until such counsel defense shall be at the expense finally adjudicated by court order or judgment from which no further right of the Indemnifying Partyappeal exists. In any such proceeding, any Indemnified Party VPUR shall have the right not be liable to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the preceding sentence is applicable, (b) the Indemnifying Party and indemnify the Indemnified Party under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which consent shall have mutually agreed not be unreasonably withheld or delayed. It is the parties' intention (which intention reflects applicable law) that if VPUR contests the Indemnified Party's right to indemnification, the retention question of such counsel the Indemnified Party's right to indemnification shall be for the court to decide. The termination of any action or (c) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not create a presumption that the Indemnified Party and representation was not entitled to indemnification under this Agreement. In addition, neither the failure of both parties VPUR to have made a determination that indemnification of the Indemnified Party is proper under the circumstances, nor any determination by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood VPUR that the Indemnifying Indemnified Party has not met such applicable standard of conduct, shall not, in connection with any proceeding create a presumption that the Indemnified Party has or related proceedings in has not met the same jurisdiction, be liable for the reasonable fees and expenses applicable standard of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurredconduct.