Common use of Procedures for Indemnification Clause in Contracts

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “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 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 any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each Promptly after receipt by an indemnified party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has this Section 2.8 of actual knowledge of the commencement of any action (including any governmental action), such indemnified party will, if a claim as in respect thereof is to which indemnity may be soughtmade against any indemnifying party under this Section 2.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall permit have the Indemnifying Party right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense of any such claim or any litigation resulting therefrom; provided, that thereof with counsel for mutually satisfactory to the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expenseparties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the Indemnifying Party shall pay such expense right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party indemnified party by the counsel retained by the Indemnifying Party indemnifying party would be inappropriate due to actual or potential differing interests between the Indemnified Party such indemnified party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in The failure to deliver written notice to the defense indemnifying party within a reasonable time of the commencement of any such claim or litigation shallaction, except with the consent of each Indemnified Partyif prejudicial to its ability to defend such action, consent to entry shall relieve such indemnifying party of any judgment or enter into any settlement which does not include as an unconditional term thereof liability to the giving by indemnified party under this Section 2.8 to the claimant or plaintiff to such Indemnified Party of a release from all liability in respect extent of such claim or litigationprejudice, and no Indemnified Party shall consent but the omission to entry so deliver written notice to the indemnifying party will not relieve it of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayedliability that it may have to any indemnified party otherwise than under this Section 2.8.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (aSection 9(a) or (b) (the “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 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 any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed)Party; and, provided provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that 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, which consent will not be unreasonably withheld withheld, delayed or delayedconditioned.

Procedures for Indemnification. Each party entitled to indemnification under Subsection If a claim or demand is made against a Party (a) an "Indemnitee"), or an Indemnitee shall otherwise learn of an assertion, by any person who is not a Party (band who is not an affiliate of a Party) (a "Third Party Claim") as to which a Party (the “Indemnified "Indemnifying Party”") shall give notice to the party required may be obligated to provide indemnification (the “Indemnifying Party”) promptly after pursuant to this Agreement, such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim. The Indemnifying Party will be entitled to assume the defense thereof (at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of any such claim or any litigation resulting therefrom; provideda Third Party Claim, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreementwill not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that If the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in assumes the defense of any such claim Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If the Indemnifying Party assumes the defense of any such Third Party Claim, the Indemnifying Party will keep the Indemnitee fully informed of all material developments relating to or litigation shallin connection with such Third Party Claim. If the Indemnifying Party chooses to defend a Third Party Claim, except the Indemnitee will reasonably cooperate with the Indemnifying Party in the defense thereof if requested by the Indemnifying Party. No Indemnitee will consent of each Indemnified Partyto any settlement, compromise or discharge (including the 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 judgment) of any judgment or settle such claim or litigation Third Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed's prior written consent.

Procedures for Indemnification. Each In the event that a party entitled to (the "Indemnified Party") is seeking indemnification under Subsection (a) Sections 5.1 or (b) 5.2, the Indemnified Party shall inform the other party (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly of a claim as soon as reasonably practicable after such the Indemnified Party has actual knowledge receives notice of any claim as to which indemnity may be soughtthe claim, and shall permit the Indemnifying Party to assume direction and control of the defense of the claim, and shall cooperate as requested by the Indemnifying Party (at the expense of the Indemnifying Party) in the defense of the claim; provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that a conflict may arise between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of any such claim action or any litigation resulting therefrom; provided, that counsel for there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, who the Indemnified Party shall conduct have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action or on behalf of the Indemnified Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or claim whatsoever, in respect of which indemnification could be sought under Sections 6.1 or any litigation resulting therefrom, shall be approved by 6.2 (whether or not the Indemnified Party is an actual or potential party thereto), unless such settlement, compromise or consent (whose approval i) includes an unconditional release of the Indemnified Party in form and substance reasonably satisfactory to the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party. The Indemnifying Party shall not be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each If a party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Claiming Party”) shall give notice to becomes aware of any claim or potential claim by a third party (a “Third Party Claim”), or of any other matter or circumstance, which may result in a claim being made against it and for which it would be indemnified under this Agreement by the other party required to provide indemnification (the “Indemnifying Party”), the Claiming Party shall: (a) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtpromptly, and shall permit in any event within [***] of it becoming aware of it, give notice of the Third Party Claim to the Indemnifying Party and ensure that the Indemnifying Party is given all reasonable information and facilities to assume investigate it; (b) not (and ensure that its Affiliates do not) admit liability or make any agreement or compromise in relation to the Third Party Claim without prior written approval of the Indemnifying Party; (c) have the right to participate in the defense of any such claim or any litigation resulting therefrom; providedthe Third Party Claim and to employ counsel, that at its own expense, separate from the counsel for employed by the Indemnifying Party, who shall conduct or (d) subject to the defense of such claim or any litigation resulting therefrom, shall be approved Claiming Party being indemnified by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party against all reasonable out of pockets costs and expenses incurred in respect of that Third Party Claim upon the admission of the Indemnifying Party that such FLEXTRONICS CONFIDENTIAL claim is its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; providedresponsibility, however, or upon the determination by a judge or arbiter that the Indemnifying Party shall pay was responsible for the defense of that Third Party Claim, ensure that the Claiming Party and each of its Affiliates shall: (i) take such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by action as the Indemnifying Party would be inappropriate due may reasonably request to actual avoid, resist, dispute, appeal, compromise or potential differing interests between defend the Indemnified Third Party Claim; (ii) allow the Indemnifying Party (if it elects to do so) to take over conduct of all proceedings and/or negotiations arising in connection with the preparation for and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense conduct of any such claim proceedings and/ or litigation shall, except with negotiations relating to the consent of each 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 Third 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, which consent will not be unreasonably withheld or delayedClaim.

Procedures for Indemnification. Each In the event that a party entitled to (the "Indemnified Party") is seeking indemnification under Subsection (a) Sections 6.1 or (b) 6.2, the Indemnified Party shall inform the other party (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly of a claim as soon as reasonably practicable after such the Indemnified Party has actual knowledge receives notice of any claim as to which indemnity may be soughtthe claim, and shall permit the Indemnifying Party to assume direction and control of the defense of the claim, and shall cooperate as requested by the Indemnifying Party (at the expense of the Indemnifying Party) in the defense of the claim; provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that a conflict may arise between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of any such claim action or any litigation resulting therefrom; provided, that counsel for there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, who the Indemnified Party shall conduct have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action or on behalf of the Indemnified Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or claim whatsoever, in respect of which indemnification could be sought under Sections 6.1 or any litigation resulting therefrom, shall be approved by 6.2 (whether or not the Indemnified Party is an actual or potential party thereto), unless such settlement, compromise or consent (whose approval i) includes an unconditional release of the Indemnified Party in form and substance reasonably satisfactory to the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party. The Indemnifying Party shall not be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (aSections 9(a) or (b) (the “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 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 any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed)Party; and, provided provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that 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, which consent will not be unreasonably withheld withheld, delayed or delayedconditioned.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or Any Person seeking any indemnification under this Article VII (b) (the an “Indemnified Party”) ), acting through AGSA or AMPSA, as applicable, shall give notice to the party required to provide Party from which indemnification is being sought (the an “Indemnifying Party”) promptly after prompt notice (a “Claim Notice”) of any matter which such Indemnified Party has actual knowledge determined has given or could give rise to a right of any claim as to which indemnity may be 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 any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations indemnification under this Agreement. The Indemnified Party may participate in such defense at such party’s expenseArticle VII; provided, however, that if an Indemnified Party shall receive written notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party a Claim Notice within twenty (20) days after receipt by the Indemnified Party of such notice. The Claim Notice shall (i) indicate whether the matter for which indemnification is sought (an “Indemnity Claim”) results from or arises out of a Third Party claim (a “Third Party Claim”) or a direct claim, (ii) describe with reasonable specificity the nature of the Indemnity Claim and (iii) state the amount of direct costs sought pursuant to such Indemnity Claim to the extent then known. The failure to deliver or timely deliver the Claim Notice shall not affect the rights of the Indemnified Party to indemnification under this Article VII, except and only to the extent that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably have been actually and in good faith that representation materially prejudiced by reason of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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, which consent will not be unreasonably withheld or delayedfailure.

Procedures for Indemnification. Each party entitled to In the event that a Party (the " Indemnified Party ") is seeking indemnification under Subsection (a) Sections 6.1 or (b) 6.2, the Indemnified Party shall inform the other Party (the “Indemnified Party”" Indemnifying Party ") shall give notice to of a claim as soon as reasonably practicable after the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge receives notice of any claim as to which indemnity may be soughtthe claim, and shall permit the Indemnifying Party to assume direction and control of the defense of the claim, and shall cooperate as requested by the Indemnifying Party (at the expense of the Indemnifying Party) in the defense of the claim; provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that a conflict may arise between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of any such claim action or any litigation resulting therefrom; provided, that counsel for there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, who the Indemnified Party shall conduct have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action or on behalf of the Indemnified Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or claim whatsoever, in respect of which indemnification could be sought under Sections 6.1 or any litigation resulting therefrom, shall be approved by 6.2 (whether or not the Indemnified Party is an actual or potential party thereto), unless such settlement, compromise or consent (whose approval i) includes an unconditional release of the Indemnified Party in form and substance reasonably satisfactory to the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party. The Indemnifying Party shall not be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each A party that is entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) be indemnified hereunder shall give promptly deliver a reasonably detailed written notice to the other party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of asserting and describing any claim Claim as to which indemnity recovery may be sought, and shall permit sought against the Indemnifying Party to indemnifying party. The indemnifying party may assume the defense of any such claim or any litigation resulting therefrom; providedClaim by promptly sending written notice of such assumption to the indemnified party, that counsel for in which case the Indemnifying Party, who shall conduct indemnified party will cooperate fully and in good faith in the defense of such claim Claim, including, without limitation, agreeing to any settlement, compromise or any litigation resulting therefrom, shall be approved by discharge of the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expenseClaim; provided, however, that the Indemnifying Party indemnifying party shall pay such expense if not consent to, and the Indemnified Party indemnified party shall believe reasonably and in good faith that representation of such Indemnified Party by not be required to agree to, the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that (i) provides for injunctive or other non-monetary relief affecting the indemnified party or (ii) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnified Party the indemnified party of a release from all liability in respect of such claim Claim. If the indemnifying party assumes the defense of a Claim, it will take all steps necessary in the defense or litigation, settlement of such Claim and no Indemnified Party shall consent to entry the indemnifying party will hold the indemnified party harmless from and against any and all damages caused by or arising out of any settlement approved by the indemnifying party or any judgment or settle in connection with such claim or litigation without Claim. The party not primarily responsible for the prior written consent defense of a Claim may, with counsel of its choice and at its expense, participate in the Indemnifying Party, which consent will not be unreasonably withheld or delayeddefense of any such Claim.

Procedures for Indemnification. Each With respect to any third-party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) claims, each party shall give the other party prompt notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any third-party claim as to which indemnity may be sought, and cooperate with the indemnifying party at the indemnifying party’s expense. The indemnifying party shall permit have the Indemnifying Party right to assume the defense (at the indemnifying party’s own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within [***] of the first receipt of such notice. A party given notice of a claim for which the other party expects to be defended and indemnified shall have [***] in which to either assume control of the defense or any litigation resulting therefromprovide a reasonable explanation of why such party is not obligated to defend the claim pursuant to this Agreement; providedthe party seeking indemnification in such instance may begin to defend the claim on its own, subject to reimbursement of all such expenses by the other party upon the other party’s admission that counsel such claim is that party’s responsibility, or upon the determination by a judge or arbiter (in accordance with the dispute resolution provisions below) that the party was responsible for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreementclaim. The Indemnified Party may party seeking indemnification shall have the right to participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shallthereof and to employ counsel, except with at its own expense, separate from the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving counsel employed by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigationindemnifying party. The indemnifying party shall not, 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 Partyindemnified party, which consent will agree to the settlement, compromise or discharge of such third-party claim if such settlement, compromise or discharge would require that the indemnified party: (a) enter into any license agreement, cross-license agreement, settlement, covenant-not-to-sue or similar arrangement with the indemnifying party or any third party; (b) admit to infringement, misappropriation or misuse of any third party’s intellectual property; or (c) otherwise undertake or agree not be unreasonably withheld to undertake any activity or delayed.business of the indemnified party. Flextronics - MSA - G-3 -7- FLEXTRONICS CONFIDENTIAL

Procedures for Indemnification. Each party entitled to indemnification under Subsection (aSections 10(a) or (b10(b) (the “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 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 any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this AgreementAgreement unless the Indemnifying Party is materially prejudiced thereby. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (aSection 2.10(a) or (bSection 2.10(b) of this Agreement (the “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 sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, and provided further, further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this AgreementAgreement unless the Indemnifying Party is materially prejudiced thereby. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that 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, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, LMT shall be entitled to indemnification under Subsection (a) participate and, unless in the reasonable judgment of legal counsel to the Indemnified Party a conflict of interest between it and LMT may exist with respect of such action, proceeding or (b) (claim, to assume the “defense thereof with counsel reasonably satisfactory to the Indemnified Party”. In the event that LMT fails, within thirty (30) shall give notice days of receipt of any indemnification notice, to 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 party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any claim as event, unless and until LMT elects in writing to which indemnity may be sought, assume and shall permit the Indemnifying Party to does so assume the defense of any such claims, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, proceeding shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party losses subject to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreementindemnification hereunder. The Indemnified Party may shall cooperate fully with LMT in connection with any negotiation or defense of any such action, claim or proceeding by LMT and shall furnish to LMT all information reasonably available to the Indemnified Party which relates to such action, claim or proceeding. LMT shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If LMT elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense using counsel of its choice at such party’s its sole cost and expense; provided. LMT shall not be liable for any settlement of any action, howeverclaim or proceeding effected without its prior written consent. Notwithstanding anything in this Section 19 to the contrary, that the Indemnifying Party LMT shall pay such expense if not, without the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual Party’s prior written consent, settle or potential differing interests between the Indemnified Party and compromise any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or enter into any settlement which does not include include, as an unconditional term thereof thereof, the giving by the claimant or the plaintiff to such the 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, which consent will not be unreasonably withheld or delayedclaim.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) In the event that any claim is asserted against any party hereto, or any party hereto is made a party defendant in any action or proceeding, and such claim, action or proceeding involves a matter which is the subject of this indemnification, then such party (b) (the “an "Indemnified Party”") shall give written notice to the other party required to provide indemnification hereto (the “"Indemnifying Party”") promptly after of such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtclaim, action or proceeding, and such Indemnifying Party shall permit have the right to join in the defense of said claim, action or proceeding at such Indemnifying Party's own cost and expense and, if the Indemnifying Party agrees in writing to assume be bound by and to promptly pay the defense full amount of any final judgment from which no further appeal may be taken and if the Indemnified Party is reasonably assured of the Indemnifying Party's ability to satisfy such claim or any litigation resulting therefrom; providedagreement, that counsel for then at the option of the Indemnifying Party, who shall conduct such Indemnifying Party may take over the defense of such claim claim, action or any litigation resulting therefromproceeding with counsel reasonably satisfactory to the Indemnified Party, shall be approved by except that, in such case, the Indemnified Party (whose approval shall not be unreasonably withheld have the right to join in the defense of said claim, action or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of proceeding at its obligations under this Agreementown cost and expense. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and not settle any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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 proceeding without the prior written consent of the Indemnifying Party, which consent will not to be unreasonably withheld withheld. (b) At Sellers' or delayedBuyers' option, any indemnity payment shall be deemed to be an adjustment to the Purchase Price.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “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 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 any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. All expenses of an Indemnified Party hereunder shall be paid in advance by the Indemnifying Party, subject to receipt by the Indemnifying Party of an undertaking from the Indemnified Party to return such amounts if the Indemnified Party is subsequently finally determined not to have been entitled to indemnification with respect to such expenses in accordance with this Agreement. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each (a) A party entitled to indemnification under Subsection (a) be indemnified pursuant to Section 5.2 or (b) 5.3 (the “Indemnified Party”) shall give notice to promptly notify the party required to provide liable for such indemnification (the “Indemnifying Party”) promptly after such in writing, of any claim or demand with reasonable specificity, under which the Indemnified Party has actual knowledge determined has given or is reasonably likely to give rise to a right of any claim as to which indemnity may be 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 indemnification under this Agreement within 45 days of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expensedetermination; provided, however, that a failure to provide such notice shall not relieve any Indemnifying Party of its obligations hereunder except to the extent that it has been materially prejudiced by such failure. (b) If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 5.5(a), and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party that the Indemnifying Party acknowledges is a claim or demand for which it must indemnify or hold harmless the Indemnified Party under Section 5.2 or 5.3, the Indemnifying Party shall pay have the right to employ counsel of its choice to defend any such expense if claim or demand asserted against the Indemnified Party. The Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by have the counsel retained by the Indemnifying Party would be inappropriate due right to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, participate in the defense of any such claim or litigation shalldemand at its own expense. The Indemnifying Party shall notify the Indemnified Party in writing, except with as promptly as possible (but in any case before the consent due date for the answer or response to a claim) after the date of each the notice of claim given by the Indemnified Party to the Indemnifying Party under Section 5.5(a), of its election to defend in good faith any such third party claim or demand. So long as the Indemnifying Party is defending in good faith any such claim or demand asserted by a third party against the Indemnified Party, consent the Indemnified Party shall not settle or compromise such claim or demand. The Indemnified Party shall make available to entry the Indemnifying Party or its agents, at the Indemnifying Party’s cost, all records and other material in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party claim or demand. Neither the Indemnifying Party nor the Indemnified Party shall settle or compromise any such claim or demand unless the Indemnifying Party or the Indemnified Party, as the case may be, is given a full and complete release of any judgment and all liability by all relevant parties relating thereto. If notice is given to an Indemnifying Party of the commencement of any action and it does not, within 15 days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense thereof, the Indemnifying Party shall be bound by any determination made in such action or enter into any compromise or settlement which does not include as an unconditional term thereof the giving effected by the claimant Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that an action may adversely affect it or plaintiff to its Affiliates other than a result of monetary damages, such Indemnified Party of a release from all liability in respect of such claim or litigationmay, and no Indemnified Party shall consent by notice to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnifying Party shall not be bound any determination of an action so defended or any compromise or settlement thereof effected without its consent (which consent will shall not be unreasonably withheld withheld, conditioned or delayed).

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Acquiror or the Indemnitor Representative, as appropriate, requesting indemnification and specifying in reasonable detail the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 11.3 shall be observed by the Indemnitee and the Acquiror or the Indemnitor Representative, as appropriate. (c) If the “Indemnified Party”Indemnification Claim involves a matter other than a Third Party Claim, the Acquiror or the Indemnitor Representative, as appropriate, shall have 30 days after actual receipt by him or it of the written notice described in Section 11.2(a) shall give to object to such Indemnification Claim by delivery of a written notice of such objection to the party required Indemnitee specifying in reasonable detail the basis for such objection. Failure to provide indemnification (timely so object shall constitute a final and binding acceptance of the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge Indemnification Claim by the Acquiror, or the Indemnitor Representative on behalf of any claim all Shareholder Indemnitors, as to which indemnity may be soughtappropriate, and the Indemnification Claim shall permit be paid in accordance with subsection (d) hereof. If an objection is timely interposed by the Indemnifying Party to assume Acquiror or the defense Indemnitor Representative, as appropriate, and the dispute is not resolved by the Indemnitee and the Acquiror or the Indemnitor Representative, as appropriate, within 15 days after the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 11.12. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Acquiror or the Indemnitor Representative, as appropriate, and the Indemnitee or by an arbitration award or by any such claim or any litigation resulting therefrom; providedother final adjudication, that counsel for the Indemnifying Party, who Indemnitors shall conduct pay the defense amount of such claim or any litigation resulting therefromIndemnification Claim within thirty days after the date such amount is determined. Subject to the terms of the Escrow Agreement, such payment shall be approved made by delivering to the Indemnified Party Indemnitee certificates, duly endorsed for transfer, representing that number of shares of Acquiror Common Stock having a value (whose approval shall not be unreasonably withheld or delayedbased on the Closing Price); and, provided furtherrounded to the nearest share, that equal to the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in amount due such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying PartyIndemnitee hereunder, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent case subject 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, Sections 11.6 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, which consent will not be unreasonably withheld or delayed11.

Procedures for Indemnification. Each With respect to any third-party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) claims, each party shall give the other party prompt written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any third-party claim as to which indemnity may be sought, and cooperate with the indemnifying party at the indemnifying party’s expense. The indemnifying party shall permit have the Indemnifying Party right to assume the defense (at the indemnifying party’s own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) days of the first receipt of such notice. A party given notice of a claim for which the other party expects to be defended and indemnified shall have thirty (30) days in which to either assume control of the defense or any litigation resulting therefromprovide a reasonable explanation of why such party is not obligated to defend the claim pursuant to this Agreement; providedthe party seeking indemnification in such instance may begin to defend the claim on its own, subject to reimbursement of all such expenses by the other party upon the other party’s admission that counsel such claim is that party’s responsibility, or upon the determination by a judge or arbiter (in accordance with the dispute resolution provisions below) that the party was responsible for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreementclaim. The Indemnified Party may party seeking indemnification shall have the right to participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shallthereof and to employ counsel, except with at its own expense, separate from the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving counsel employed by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigationindemnifying party. The indemnifying party shall not, 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 Partyindemnified party, which consent will agree to the settlement, compromise or discharge of such third-party claim if such settlement, compromise or discharge would require that the indemnified party: (a) enter into any license agreement, cross-license agreement, settlement, covenant-not-to-sue or similar arrangement with the indemnifying party or any third party; (b) admit to infringement, misappropriation or misuse of any third party’s intellectual property; or (c) otherwise undertake or agree not be unreasonably withheld to undertake any activity or delayed.business of the indemnified party. FLEX CONFIDENTIAL

Procedures for Indemnification. Each party entitled to indemnification under Subsection (aSection 2.10(a) or (bSection 2.10(b) (the “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 sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, and provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this AgreementAgreement unless the Indemnifying Party is materially prejudiced thereby. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that 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, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “"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 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 any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this AgreementAgreement except to the extent the Indemnifying Party is prejudiced thereby. The Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense the reasonable fees and expenses of not more than one counsel selected by the Indemnified Parties and reasonably acceptable to the Indemnifying Party, if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”"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 sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; providedPROVIDED, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided furtherPROVIDED, FURTHER, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this AgreementAgreement except to the extent the indemnifying party is prejudiced thereby. The Indemnified Party may participate in such defense at such party’s 's expense; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party shall pay such expense the reasonable fees and expenses of not more than one counsel selected by the Indemnified Parties and reasonably acceptable to the Indemnifying Party, if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give Promptly after service of notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to or of process by any third person in any matter in respect of which indemnity may be soughtsought from a party pursuant to this Agreement, and shall permit the Indemnifying Party party so served will notify the indemnifying party of the receipt thereof. The indemnifying party will have the receipt thereof. The indemnifying party will have the right to assume participate in, or assume, at its own expense, the defense of any such claim or any litigation resulting therefrom; provided, that process (with counsel for reasonably acceptable to the Indemnifying Party, who shall conduct indemnified party) or settlement thereof. After notice from the indemnifying party of its election so to assume the defense thereof, the indemnifying party will not be liable to the indemnified party for any legal or other expense incurred by the indemnified party in connection with such defense. Such defense will be conducted expeditiously (but with due regard for obtaining the most favorable outcome and the indemnified party will be advised promptly of all material developments. The indemnifying party will not settle any such claim or any litigation resulting therefromwithout the prior written consent of the indemnified party, shall be approved by the Indemnified Party (whose approval which consent shall not be unreasonably withheld or delayed); and, provided further, that . With respect to any matter which is the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense subject of any such claim or litigation shalland as to which the indemnified party fails to give the other party such notice as aforesaid, except with and such failure adversely affects the consent ability of each Indemnified Party, consent the indemnifying party 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 defend such claim or litigationmaterially increases the amount of indemnification which the indemnifying party is obligated to pay hereunder, and no Indemnified Party shall consent the amount of indemnification which the indemnified party will be entitled to entry receive will be reduced to an amount which the indemnified party would have been entitled to receive has such notice been timely given. No settlement of any judgment or settle such claim or litigation as to which the indemnifying party has not elected to assume the defense thereof will be made without the prior written consent of the Indemnifying Partyindemnifying party, which consent will not be unreasonably unreasonable withheld or delayed.

Procedures for Indemnification. Each The indemnified party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give prompt written notice to the indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to Claim by any Third Party in respect of which indemnity may be sought, but a failure to give such notice or delaying such notice shall not affect the indemnified party's right to indemnification and the indemnifying party's obligation to indemnify as set forth in this Agreement, except to the extent the indemnifying party's ability to remedy, contest, defend or settle with respect to such Claim is actually prejudiced thereby. The obligations and liabilities of the parties with respect to any such Claim shall permit be subject to the Indemnifying Party following additional terms and conditions: (a) The indemnifying party shall have the right to assume undertake, by counsel or other representatives of its own choosing, the defense or opposition to such Claim. (b) In the event that the indemnifying party shall elect not to undertake such defense or opposition, or, within thirty (30) days after written notice (which shall include sufficient description of background information explaining the basis for such Claim) of any such claim Claim from the indemnified party, the indemnifying party shall fail to undertake to defend or any litigation resulting therefrom; providedoppose such Claim, that the indemnified party (upon further written notice to the indemnifying party) shall have the right to undertake the defense, opposition, compromise or settlement, subject to clause (c) below, of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the Indemnifying Party, who shall conduct account and risk of the indemnifying party (subject to the right of the indemnifying party to assume defense of or opposition to such claim Claim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) in the event that the indemnifying party undertakes defense of or opposition to any litigation resulting therefromClaim, (A) the indemnified party shall be approved by have the Indemnified Party right, at its own cost and expense, to participate in the defense, opposition, compromise or settlement of the Claim and the indemnifying party and the indemnified party and their respective counsel or other representatives shall cooperate in good faith with respect to such Claim; and (whose approval B) the indemnifying party shall not, without the indemnified party's written consent (which consent shall not be unreasonably withheld withheld), settle or delayed); and, provided further, that the failure of compromise any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual Claim or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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 Claim; and (ii) in the event that the indemnified party undertakes defense of or litigationopposition to any Claim, (A) the indemnifying party shall have the right, at its own cost and no Indemnified Party expense, to participate in the defense, opposition, compromise or settlement of the Claim and the indemnifying party and the indemnified party and their respective counsel or other representatives shall cooperate in good faith with respect to such Claim; and (B) the indemnified party shall not, without the indemnifying party's written consent (which consent shall not be unreasonably withheld), settle or compromise any Claim or consent to entry of any judgment or settle in respect of such Claim. (d) All Claims not disputed shall be paid by the indemnifying party within thirty (30) days after receiving notice of the Claim. In the event there is a Disputed Claim with respect to any Damages, the indemnifying party shall be required to pay the indemnified party the amount of such Damages for which the indemnifying party has, pursuant to a final determination, been found liable within ten (10) days after there is a final determination with respect to such Disputed Claim. A final determination of a Disputed Claim shall be (i) a judgment of any court of competent jurisdiction determining the validity of a Disputed Claim, if no appeal is pending from such judgment and if the time to appeal therefrom has elapsed; (ii) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award and if the time within which to move to set aside such award has elapsed; (iii) a written termination of the dispute with respect to such claim signed by the parties thereto or litigation without the prior their attorneys; (iv) a written consent acknowledgment of the Indemnifying indemnifying party that it no longer disputes the validity of such claim; or (v) such other evidence of final determination of a disputed claim as shall be acceptable to the parties. No undertaking of defense or opposition to a Claim shall be construed as an acknowledgment by such party that it is liable to the party claiming indemnification with respect to the Claim at issue or other similar Claims. (e) Any amounts payable under this Article VII by the indemnifying party to or on behalf of the indemnified party in respect of any Damages shall be reduced to the extent that the indemnified party receives any insurance proceeds with respect to a Claim. If the amount of any Claim, at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any Third Party, which consent the amount of such reduction, less any costs, expenses or premiums incurred in connection therewith, will not promptly be unreasonably withheld or delayedrepaid by the indemnified party to the indemnifying party with respect to such Claim.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) In the event that any claim is asserted against any party hereto, or any party hereto is made a party defendant in any action or proceeding, and such claim, action or proceeding involves a matter which is the subject of this indemnification, then such party (b) (the “an "Indemnified Party”") shall give prompt written notice to the other party required to provide indemnification hereto (the “"Indemnifying Party”") promptly after of such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtclaim, action or proceeding, and such Indemnifying Party shall permit have the right to join in the defense of said claim, action or proceeding at such Indemnifying Party's own cost and expense and, if the Indemnifying Party agrees in writing to assume be bound by and to promptly pay the defense full amount of any such claim or any litigation resulting therefrom; providedfinal judgment from which no further appeal may be taken (subject to the provisions of Section 11.03, that counsel for to the extent applicable), then at the option of the Indemnifying Party, who shall conduct such Indemnifying Party may take over the defense of such claim claim, action or any litigation resulting therefromproceeding with counsel reasonably satisfactory to the Indemnified Party, shall be approved by except that, in such case, the Indemnified Party (whose approval shall not be unreasonably withheld have the right to join in the defense of said claim, action or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of proceeding at its obligations under this Agreementown cost and expense. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and not settle any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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 proceeding without the prior written consent of the Indemnifying Party, which consent will not to be unreasonably withheld or delayedwithheld. (b) Any indemnity payments shall be deemed to be an adjustment of the Purchase Price. (c) The provisions of this Section 11.04 shall not apply to matters governed by Section 11.05.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a1) A Lessor Indemnitee or Lessee Indemnitee, as the case may be (b) (the for purposes of this Section 17(c), an “Indemnified Party”), shall give the indemnifying party under Section 17(a) and Section 17(b), as applicable (for purposes of this Section 17(c), an “Indemnifying Party”), prompt written notice (a “Claim Notice”) of any matter which it has determined has given or could give rise to a right of indemnification under this Lease (a “Claim”) stating the amount of the Loss, if known, and method of computation thereof, containing a reference to the provisions of this Lease in respect of which such right of indemnification is claimed or arises; provided, that the failure to provide such notice shall not release the Indemnifying Party from its obligations under this Section 17 except to the extent, and only to the extent, the Indemnifying Party is prejudiced by such failure or to the extent the survival period, if applicable, expires prior to the giving of such notice. The Indemnifying Party shall have fifteen (15) Business Days after its receipt of a Claim Notice to give notice to the party required Indemnified Party, in writing, either denying its obligations to, or agreeing to provide indemnification fully, indemnify and defend the Claim. (the “Indemnifying Party”2) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit If the Indemnifying Party notifies the Indemnified Party that it agrees to fully indemnify and defend the Indemnified Party against the Claim in accordance with Section 17(c)(1), then the Indemnifying Party will have the right to assume and thereafter conduct (at its sole expense) the defense of any such claim or any litigation resulting therefromthe Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, not consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof with respect to 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 Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, delayed or conditioned) unless the judgment or proposed settlement involves only the payment of money damages and (i) does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) includes as an unconditional term thereof giving of a release from all liability with respect to such Claim by each claimant or plaintiff to each Indemnified Party that is the subject of such Claim. (3) If (a) the Indemnifying Party fails to assume the defense of a Claim in accordance with Section 17(c)(1), (b) an Indemnified Party determines in good faith that an adverse determination with respect to the proceeding giving rise to such Claim for indemnification would be materially detrimental to or injure the Indemnified Party’s reputation or future business prospects, (c) the Claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (d) the Claim seeks an injunction or equitable relief against the Indemnified Party, (e) under applicable standards of professional conduct, a conflict of interest on any significant issue related to such proceeding exists between the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, or (f) the Indemnifying Party is failing to diligently prosecute or defend such Claim, then, in each case, upon notice to the Indemnifying Party, the Indemnified Party may, in its sole discretion, retain counsel satisfactory to it to assume such defense on behalf of the Indemnifying Party, and in the case of clauses (a) through (f) the Indemnifying Party shall pay all reasonable fees and expenses of such counsel for the Indemnified Party, and the Indemnifying Party shall cooperate in the defense of any such matter. In the event that the Indemnified Party assumes the conduct and control of the defense of a Claim, then the Indemnifying Party shall not be liable for any settlement effected without its prior written consent (which consent will shall not be unreasonably withheld withheld, conditioned or delayed). (4) If the Indemnifying Party notifies the Indemnified Party that it acknowledges its obligation to indemnify and defend the Indemnified Party with respect to a Claim, the Losses of the Indemnified Party incurred or accrued and paid and resulting from or arising out of such Claim in the amount finally determined will be conclusively deemed a Loss of the Indemnifying Party under this Section 17, and the Indemnifying Party shall pay the full amount of such Losses to the Indemnified Party on demand.

Procedures for Indemnification. Each party entitled to Whenever a claim shall arise for indemnification under Subsection (a) or (b) (this Section 4, the “Indemnified Party”) relevant Indemnities, as appropriate, shall give notice to promptly notify 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 sought, and shall permit request the Indemnifying Party to assume defend the defense of any such claim or any litigation resulting therefrom; provided, that counsel for same. Failure to so notify the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreementany liability which the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such claim. The Indemnified Indemnifying Party may participate shall have the right to defend against such liability or assertion in such defense at such party’s expense; provided, however, that which event the Indemnifying Party shall pay such expense if give written notice to the Indemnified Party shall believe reasonably and in good faith that representation relevant Indemnities of acceptance of the defense of such Indemnified Party by claim and the identity of counsel retained selected by the Indemnifying Party. Such notice of the relevant Indemnities shall give the Indemnifying Party would be inappropriate due full authority to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Partydefend, in the defense of any such claim or litigation shalladjust, except with the consent of each 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 compromise or settle such claim action, suit, proceeding or litigation without demand with respect to which such notice shall have been given, except to the extent that any compromise or settlement shall affect any rights of any Indemnitee, which settlement or compromise shall be subject to the prior written consent approval of the Indemnitee. With respect to any defense accepted by the Indemnifying Party, which consent will not the relevant Indemnities shall be unreasonably withheld entitled to participate with the Indemnifying Party in such defense if the action or delayed.claim requests equitable relief or other relief that could affect the

Procedures for Indemnification. Each party entitled to ------------------------------ indemnification under Subsection (a) or (b) (the “"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 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 any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided provided, further, that the failure of any Indemnified Party to give notice as -------- ------- provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay -------- ------- such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled The obligations and rights of the each of the parties as an Indemnifying Party (as defined below) or as an Indemnified Party (as defined below) under Sections 10.1 or 10.2, as the case may be, with respect to Claims that are subject to indemnification as provided for in Sections 10.1 or 10.2 (a “Claim”) shall be governed by and be contingent upon the following additional terms and conditions set forth in this Section 10.3. As soon as a party becomes aware of a Claim (actual or threatened) for which it intends to seek indemnification under Subsection Section 10.1 (ain the case of Supplier) or Section 10.2 (bin the case of Medicis) (the party seeking indemnification being referred to as the “Indemnified Party”) shall give notice to ” and the party required obligated for indemnification being referred to provide indemnification (as the “Indemnifying Party”) promptly after such ), the Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, shall give the Indemnifying Party prompt written notice 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 manage and have control over the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this AgreementClaim. The Indemnified Party may participate agrees to provide all reasonable information and assistance, at the Indemnified Party’s sole cost and expense, to the Indemnifying Party in such defense. The Indemnifying Party is authorized to direct all aspects of the defense at such party’s expense; providedfor which it has an obligation of indemnification and defense hereunder, including without limitation, selection of counsel, discovery, motions and settlement. The Indemnifying Party may not, however, that settle or dispose of any such matter in any manner which would confess wrongdoing or otherwise adversely impact the Indemnifying Party shall pay such expense if rights or interest of the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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 Indemnified Party, which consent will may not be unreasonably withheld delayed or delayedwithheld.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (ai) or (bii) (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be 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 any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each With respect to any third-party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) claims, each party shall give the other party prompt notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any third-party claim as to which indemnity may be sought, and cooperate with the indemnifying party at the indemnifying party’s expense. The indemnifying party shall permit have the Indemnifying Party right to assume the defense (at the indemnifying party’s own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within 30 days of the first receipt of such notice. A party given notice of a claim for which the other party expects to be defended and indemnified shall have thirty (30) days in which to either assume control of the defense or any litigation resulting therefromprovide a reasonable explanation of why such party is not obligated to defend the claim pursuant to this Agreement; providedthe party seeking indemnification in such instance may begin to defend the claim on its own, subject to reimbursement of all such expenses by the other party upon the other party’s admission that counsel such claim is that party’s responsibility, or upon the determination by a judge or arbiter (in accordance with the dispute resolution provisions below) that the party was responsible for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreementclaim. The Indemnified Party may party seeking indemnification shall have the right to participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shallthereof and to employ counsel, except with at its own expense, separate from the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving counsel employed by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigationindemnifying party. The indemnifying party shall not, 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 Partyindemnified party, which consent will agree to the settlement, compromise or discharge of such third-party claim if such settlement, compromise or discharge would require that the indemnified party: (a) enter into any license agreement, cross-license agreement, settlement, covenant-not-to-sue or similar arrangement with the indemnifying party or any third party; (b) admit to infringement, misappropriation or misuse of any third party’s intellectual property; or (c) otherwise undertake or agree not be unreasonably withheld to undertake any activity or delayedbusiness of the indemnified party.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “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 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 any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that its representation of such Indemnified Party by the counsel retained by the Indemnifying Party Party’s counsel would be inappropriate due to cause an actual or potential differing interests conflict of interest between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include include, as an unconditional term thereof thereof, the giving full release, by the claimant or plaintiff to such plaintiff, of the 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, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to ------------------------------ indemnification under Subsection (a) or (b) (the “"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 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 any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense if in the written opinion of counsel to the Indemnified Party reasonably acceptable to the Indemnifying Party, such counsel shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel to the Indemnifying Party in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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 for monetary amounts such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) of this Section 9 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; providedPROVIDED, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided furtherPROVIDED, FURTHER, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s 's expense; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each (a) A party or parties entitled to indemnification hereunder with respect to a third party claim (the "Indemnified Party") shall give the party or parties required to provide such indemnification (the "Indemnifier") prompt written notice of any legal proceeding, claim or demand instituted by any third party (in each case, a "Claim") in respect of which the Indemnified Party is entitled to indemnification hereunder, but the failure to deliver such notice with respect to a Claim shall not relieve the Indemnifier of its obligations under Subsection (a) or this Article 11 with respect to such Claim except to the extent that the Indemnifier is actually prejudiced by the failure to deliver notice. (b) (The Indemnifier shall have the “right, at its option and expense, to defend against, negotiate, settle or otherwise deal with any Claim with respect to which it is the Indemnifier and to select counsel, reasonably acceptable to the Indemnified Party”) shall give notice , to defend 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 sought, and shall permit the Indemnifying Party to assume the defense of any against such claim or any litigation resulting therefromClaim; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed)may participate in any proceeding with counsel of its choice and at its expense; and, and provided further, that the failure Indemnifier may not enter into a settlement of any such Claim without the consent of the Indemnified Party to give notice as provided herein shall unless such settlement requires no monetary payment for which the Indemnified Party is not relieve fully indemnified and does not involve any other matters binding upon the Indemnifying Party of its obligations under this Agreement. Indemnified Party. (c) The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if not settle any Claim with respect to which it is the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each 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 PartyIndemnifier, which consent will shall not be unreasonably withheld withheld. (d) The parties shall cooperate fully with each other in connection with the defense, negotiation or delayedsettlement of any Claim.

Procedures for Indemnification. Each In the event that a party entitled to (the "Indemnified Party") is seeking indemnification under Subsection (a) Sections 6.1 or (b) 6.2, the Indemnified Party shall inform the other party (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly of a claim as soon as reasonably practicable after such the Indemnified Party has actual knowledge receives notice of any claim as to which indemnity may be soughtthe claim, and shall permit the Indemnifying Party to assume direction and control of the defense of the claim, and shall cooperate as requested by the Indemnifying Party (at the expense of the Indemnifying Party) in the defense of the claim; provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that a conflict may arise between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of any such claim action or any litigation resulting therefrom; provided, that counsel for there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, who the Indemnified Party shall conduct have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action or on behalf of the Indemnified Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or claim whatsoever, in respect of which indemnification could be sought under Sections 6.1 or any litigation resulting therefrom, shall be approved by 6.2 (whether or not the Indemnified Party is an actual or potential party thereto), unless such settlement, compromise or consent (whose approval i) includes an unconditional release of the Indemnified Party in form and substance reasonably satisfactory to the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party. The Indemnifying Party shall not be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed); and, provided further, that the failure . {***}Confidential portions of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably exhibit have been redacted and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except filed separately with the consent of each Indemnified Party, consent Commission pursuant 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 confidential treatment request 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 accordance with Rule 24b-2 of the Indemnifying PartySecurities Exchange Act of 1934, which consent will not be unreasonably withheld or delayed.as amended. 10 Manufacturing and Supply Agreement Execution Version

Procedures for Indemnification. Each party (a) If any Third Party claim is commenced against either Party for which either Party is entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) Section 18.6, notice thereof shall give notice be given 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 sought, and shall permit the Indemnifying Party to as promptly as practicable. The Indemnifying Party will, except as provided in this paragraph, assume the defense of such claim, with counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and disbursements of such counsel related to such proceeding. In any such claim or any litigation resulting therefrom; providedproceeding, that counsel for the Indemnifying PartyIndemnified Party shall have the right to retain its own counsel, who at its own expense, unless the Parties shall conduct have mutually agreed to the retention of such counsel. The Indemnified Party shall have the right to control the defense of such claim or if (i) the named parties to any litigation resulting therefrom, shall be approved by such proceeding (including any impleaded parties) include both the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve and the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party both Parties by the same counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between them, or (ii) the Indemnified Indemnifying Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in refuses or fails to timely assume the defense of any such claim or litigation shall, except with claim. (b) The Indemnifying Party shall not be liable for the consent of each Indemnified Party, consent to entry settlement 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 proceeding affected without its written consent. The Indemnifying Party shall consent to entry of any judgment or settle such claim or litigation not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding (i) if such settlement involves any finding or admission of the Indemnified Party of any violation of any law, regulation or order or any of the rights of any person or has any adverse effect on any other claims that have been or may be made against the Indemnified Party, (ii) if such settlement imposes any material obligation on the Indemnified Party, or (iii) if such settlement involves the payment of money, unless it includes an unconditional release of the Indemnified Party of all liability on claims that are the subject of such proceeding. (c) The Indemnifying Party shall have no obligation for any claim under this Section if: (i) the Indemnified Party fails to notify the Indemnifying Party of such claim as provided above, but only to the extent that the defense of such claim is prejudiced by such failure; (ii) the Indemnified Party fails to tender control of the defense of such claim to the Indemnifying Party as provided in Section 18.8(a); or (iii) the Indemnified Party fails to provide the Indemnifying Party with all reasonable cooperation in the defense of such claim (the cost thereof to be borne by the Indemnifying Party, which consent will not be unreasonably withheld or delayed).