Common use of Representation, Cooperation and Settlement Clause in Contracts

Representation, Cooperation and Settlement. (a) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party") of any claim against the Indemnified Party which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereof, stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it. In the event any action, suit or proceeding is brought against the Indemnified Party with respect to which the Indemnifying Party may have liability under the indemnity agreements contained in Section 9.3 or 9.4 hereof, however, the Indemnifying Party shall have the right, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer in connection with the defense of any such action, suit, or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceeding.

Representation, Cooperation and Settlement. (a) Any Each party claiming a right agrees to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party") other, of any claim against the Indemnified Party other, which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereofSections 7.1 and 7.2, stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it. In the event any claims, action, suit or proceeding is brought against a party (the "Indemnified Party Party") with respect to which the other party (the "Indemnifying Party Party") may have liability under the indemnity agreements contained in Section 9.3 or 9.4 Sections 7.1 and 7.2 hereof, howeverthe Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim, provided that Buyer shall not be required to permit Seller or Parent to assume the defense of any third party claim which if not first paid, discharged, or otherwise complied with would result in a material interruption or cessation of the conduct of Buyer's business or any material part thereof or materially impair the value of the Assets. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given by the Indemnified Party, shall be deemed a waiver of any such election. If the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim shall include taking all steps reasonably necessary in the defense or settlement of such claim or litigation resulting therefrom, including the retention of competent counsel satisfactory to the Indemnified Party, and holding the Indemnified Party harmless from and against any and all damage resulting from, arising out of, or incurred with respect to any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom. The Indemnifying Party shall not, in the defense of such claim or litigation, consent to the entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party nor enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation. (c) If the Indemnifying Party shall have not assume the rightdefense of any such claim by a third party or litigation resulting therefrom, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer may defend against such claim or litigation in such manner as it deems appropriate. The Indemnifying Party shall, in accordance with the provisions hereof, promptly reimburse the Indemnified Party for the amount of any settlement reasonably entered into by the Indemnified Party and for all damage incurred by the Indemnified Party in connection with the defense against or settlement of any such action, suit, claim or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceedinglitigation.

Representation, Cooperation and Settlement. (a) Any party claiming a right An Indemnified Party agrees to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought (the "an Indemnifying Party") Party of any claim against the Indemnified Party it which might give rise to a claim by the such Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 7.3 hereof, stating the nature and basis of the first-mentioned claim and the amount thereof. No ; provided, that the failure of the Indemnified Party to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by prompt notice shall not relieve the Indemnifying Party of any of its obligations hereunder, but may create a cause of action for breach for damages directly attributable to such failuredelay. (b) The Indemnified Indemnifying Party shall have full responsibility and authority with respect to the payment, settlement, compromise or other disposition of any third party dispute, action, suit or proceeding brought against it. In subject to indemnification by such Indemnifying Party hereunder, including, without limitation, the event any actionright to conduct and control all negotiations with respect to the settlement, suit compromise or proceeding is brought against other disposition thereof, and the Indemnified Party agrees to cooperate with respect to which the Indemnifying Party may have liability under the indemnity agreements contained in Section 9.3 or 9.4 hereof, however, any reasonable manner requested by the Indemnifying Party in connection with any such negotiations. The Indemnified Party shall have the right, without prejudice to the Indemnified Indemnifying Party's rights under this Agreement, at the Indemnifying Indemnified Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Indemnifying Party shall confer in connection with the defense of any such action, suit, suit or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties Parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceeding. Notwithstanding the foregoing, the Indemnifying Party may compromise and settle any claim, action, or suit to which it must indemnify an Indemnified Party hereunder, provided that it gives the Indemnified Party advance notice of any proposed compromise or settlement and shall obtain the consent of the Indemnified Party to such proposed compromise or settlement, which consent shall not be unreasonably withheld.

Representation, Cooperation and Settlement. (a) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party") of any claim against the Indemnified Party which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereof, stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it. In the event any action, suit or proceeding is brought against the Indemnified Party with respect to which the Indemnifying Party may have liability under the indemnity agreements contained in Section 9.3 or 9.4 hereof, however, the Indemnifying Party shall have the right, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer in connection with the defense of any such action, suit, or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceeding.Indemnified

Representation, Cooperation and Settlement. (a) Any party claiming a right The Party entitled to indemnification hereunder under this Article XI (the "Indemnified Party") shall agrees to give prompt written notice to the party from which the indemnification is sought other Party (the "Indemnifying Party") of any claim against the Indemnified Party which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement agreements contained in Section 9.3 or Section 9.4 hereofthis Article XI, stating the nature nature, basis, and basis amount of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failureclaim. (b) The Indemnified Except as otherwise expressly provided herein, the Indemnifying Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against itfor which it is financially responsible under this Agreement. In the event any action, suit or proceeding is brought against the Indemnified Party with respect to which the Indemnifying Party may have liability under the indemnity agreements contained in Section 9.3 or 9.4 hereof, this Article XI; however, the Indemnifying Indemnified Party shall have the right, without prejudice to the Indemnified Indemnifying Party's rights under this Agreement, at the Indemnifying Indemnified Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Indemnifying Party shall confer in connection with the defense of any such action, suit, or proceeding. The Indemnified Indemnifying Party shall make available to the Indemnifying Indemnified Party and its counsel and accountants, accountants all books and records of the Indemnified Indemnifying Party relating to such action, suit or proceeding proceeding, and the parties Parties agree to render to each other such reasonable assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceeding; provided, however, that the Indemnifying Party shall not be obligated to make books and records available to the Indemnified Party: (i) to the extent that making such books and records available to the Indemnified Party would jeopardize a legal privilege relating to such books and records, or (ii) in any litigation or dispute settlement procedure between the Parties. The determination regarding whether a disclosure will or will not jeopardize a legal privilege shall be determined by the Indemnifying Party, and in the absence of bad faith or manifest error, such determination shall be deemed conclusively correct. (c) The total indemnity obligations of either Party under this Article XI shall in no event exceed the total Purchase Price.

Representation, Cooperation and Settlement. (a) Any Each party claiming a right agrees to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party") other of any claim against the Indemnified Party other which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereofSections 9.1(a) and 9.1(b), stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it. In the event any claims, action, suit or proceeding is brought against a party (the "Indemnified Party Party") with respect to which the other party (the "Indemnifying Party Party") may have liability under the indemnity agreements contained in Section 9.3 or 9.4 Sections 9.1(a) and 9.1(b) hereof, howeverthe Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given by the Indemnified Party, shall be deemed a waiver of any such election. If the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim shall include taking all steps reasonably necessary in the defense or settlement of such claim or litigation resulting therefrom, including the retention of competent counsel satisfactory to the Indemnified Party, and holding the Indemnified Party harmless from and against any and all damage resulting from, arising out of, or incurred with respect to any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom. The Indemnifying Party shall not, in the defense of such claim or litigation, consent to the entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party nor enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation. (c) If the Indemnifying Party shall have not assume the rightdefense of any such claim by a third party or litigation resulting therefrom, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer may defend against such claim or litigation in such manner as it deems appropriate. The Indemnifying Party shall, in accordance with the provisions hereof, promptly reimburse the Indemnified Party for the amount of any settlement reasonably entered into by the Indemnified Party and for all damage incurred by the Indemnified Party in connection with the defense against or settlement of any such action, suit, claim or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceedinglitigation.

Representation, Cooperation and Settlement. (a) Any Each party claiming a right agrees to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party") other of any claim against the Indemnified Party other which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereof6.1, stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it. In the event any claims, action, suit or proceeding is brought against a party (the “Indemnified Party Party”) with respect to which the other party (the “Indemnifying Party Party”) may have liability under the indemnity agreements contained in Section 9.3 6.1, the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or 9.4 hereofany litigation resulting from such claim, howeverprovided that Company shall not be required to permit QuantRx to assume the defense of any third party claim, which if not first paid, discharged, or otherwise complied with would result in a material interruption or cessation of the conduct of the Company’s Lateral Flow Products or any material part thereof or materially impair the value of the Assets. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given by the Indemnified Party, shall be deemed a waiver of any such election. If the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim shall include taking all steps reasonably necessary in the defense or settlement of such claim or litigation resulting therefrom, including the retention of competent counsel satisfactory to the Indemnified Party, and holding the Indemnified Party harmless from and against any and all damage resulting from, arising out of, or incurred with respect to any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom. The Indemnifying Party shall not, in the defense of such claim or litigation, consent to the entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party nor enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation in form and substance acceptable to the Indemnified Party. (c) If the Indemnifying Party shall have not assume the rightdefense of any such claim by a third party or litigation resulting therefrom, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer may defend against such claim or litigation in such manner as it deems appropriate. The Indemnifying Party shall, in accordance with the provisions hereof, promptly reimburse the Indemnified Party for the amount of any settlement reasonably entered into by the Indemnified Party and for all damage incurred by the Indemnified Party in connection with the defense against or settlement of any such action, suit, claim or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceedinglitigation.

Representation, Cooperation and Settlement. ‌ (a) Any Each party claiming a right agrees to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party"other(s) of any claim against the Indemnified Party which other(s) that might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereofthis ARTICLE 10, stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it. In the event any claim, action, suit or proceeding is brought against a party (the "Indemnified Party Party") with respect to which the other party (the "Indemnifying Party Party") may have liability under the indemnity agreements contained in Section 9.3 this ARTICLE 10, the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or 9.4 hereofany litigation resulting from such claim, howeverprovided that Buyer shall not be required to permit Seller to assume the defense of any third party claim that if not first paid, discharged, or otherwise complied with would result in an interruption or cessation of the conduct of the Seller's Business or any material part thereof. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given by the Indemnified Party, shall be deemed a waiver of any such election. If the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim shall include taking all steps reasonably necessary in the defense or settlement of such claim or litigation resulting in the defense or settlement of such claim or litigation resulting therefrom, including the retention of counsel satisfactory to the Indemnified Party, and holding the Indemnified Party harmless from and against any and all damage resulting from, arising out of, or incurred with respect to any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom. The Indemnifying Party shall not, in the defense of such claim or litigation, consent to the entry of any judgment (other than a judgment of dismissal on the merits with costs) nor enter into any settlement, except with the written consent of the Indemnified Party, that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation. (c) If the Indemnifying Party shall have not assume the rightdefense of any such claim by a third party or litigation resulting therefrom, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer may defend against such claim or litigation in such manner as it deems appropriate. The Indemnifying Party shall, in accordance with the provisions hereof, promptly reimburse the Indemnified Party for the amount of any settlement reasonably entered into by the Indemnified Party and for all damage incurred by the Indemnified Party in connection with the defense against or settlement of any such action, suit, claim or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceedinglitigation.

Representation, Cooperation and Settlement. (a) Any party claiming a right The UHS Group agrees to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party") Sellers of any claim against the Indemnified Party UHS Group which might give rise to a claim by the Indemnified Party UHS Group against the Indemnifying Party Sellers based on the indemnity agreement contained in Section 9.3 or Section 9.4 7.3 hereof, stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party Sellers shall have full responsibility and authority with respect to the disposition payment, settlement, compromise or other Disposition of any third party dispute, action, suit or proceeding brought against it. In in excess of the event any actionBasket Amount subject to indemnification by the Sellers hereunder, suit or proceeding is brought against including, without limitation, the Indemnified Party right to conduct and control all negotiations with respect to which the Indemnifying Party may have liability under settlement, compromise or other Disposition thereof, and the indemnity agreements contained UHS Group agrees to cooperate with the Sellers in Section 9.3 or 9.4 hereof, however, any reasonable manner requested by the Indemnifying Party Sellers in connection with any such negotiations. The UHS Group shall have the right, without prejudice to the Indemnified Party's Sellers' rights under this Agreement, at the Indemnifying Party's UHS Groups' sole expense, to be represented by counsel of its their own choosing and with whom counsel for the Indemnified Party Sellers shall confer in connection with the defense of any such action, suit, suit or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceeding. Notwithstanding the foregoing, the Sellers may compromise and settle any claim, action, or suit to which they must indemnify the UHS Group hereunder, provided that they give the UHS Group advance notice of any proposed compromise or settlement and shall obtain the consent of the UHS Group to such proposed compromise or settlement, which consent shall not be unreasonably withheld.

Representation, Cooperation and Settlement. (a) Any party claiming a right to indemnification hereunder (the "Indemnified Party") ProMedCo and ProMedCo-Sarasota shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party") any Shareholder of any claim against the Indemnified Party ProMedCo or ProMedCo-Sarasota which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereofthis Article 11, stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it. In the event any claim, action, suit or proceeding is brought against the Indemnified Party ProMedCo or ProMedCo-Sarasota with respect to which the Indemnifying Party Shareholders may have liability under the indemnity agreements contained in Section 9.3 or 9.4 hereofthis Article 11, however, ProMedCo and ProMedCo-Sarasota shall permit the Indemnifying Party shall have the right, without prejudice Shareholder to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer in connection with assume the defense of any such actionclaim or any litigation resulting from such claim, suitprovided that ProMedCo and ProMedCo-Sarasota shall not be required to permit the Shareholder to assume the defense of any third party claim which if not first paid, discharged, or proceedingotherwise complied with would result in an interruption or cessation of the conduct of ProMedCo-Sarasota's business or any material part thereof. Failure by the Shareholder to notify ProMedCo and ProMedCo-Sarasota of the Shareholder's election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given by ProMedCo and ProMedCo-Sarasota, shall be deemed a waiver of any such election. If the Shareholder assumes the defense of such claim or litigation resulting therefrom, the obligation of the Shareholder hereunder as to such claim shall include taking all steps reasonably necessary in the defense or settlement of such claim or litigation resulting in the defense or settlement of such claim or litigation resulting therefrom, including the retention of counsel satisfactory to ProMedCo and ProMedCo- Sarasota, and holding ProMedCo and ProMedCo-Sarasota harmless from and against any and all damage resulting from, arising out of, or incurred with respect to any settlement approved by the Shareholder or any judgment in connection with such claim or litigation resulting therefrom. The Indemnified Party Shareholder shall make available not, in the defense of such claim or litigation, consent to the Indemnifying Party entry of any judgment (other than a judgment of dismissal on the merits with costs) except with the written consent of ProMedCo and its counsel ProMedCo-Sarasota nor enter into any settlement except with the written consent of ProMedCo and accountants, ProMedCo-Sarasota. Any settlement must include as an unconditional term thereof the giving by the claimant or the plaintiff to ProMedCo and ProMedCo-Sarasota a release from all books and records of the Indemnified Party relating liability in respect to such action, suit claim or proceeding and litigation. (c) If the parties agree to render to each other such assistance as may reasonably be requested in order to insure Shareholder shall not assume the proper and adequate defense of any such actionclaim by a third party or litigation resulting therefrom, suit ProMedCo and ProMedCo-Sarasota may defend against such claim or proceeding.litigation in such manner as it deems appropriate. The Shareholder shall, in

Representation, Cooperation and Settlement. (a) Any Each party claiming a right agrees to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party") other, of any claim against the Indemnified Party other, which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereofSections 9.1(a) and 9.1(b), stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it. In the event any claims, action, suit or proceeding is brought against a party (the “Indemnified Party Party”) with respect to which another party (the “Indemnifying Party Party”) may have liability under the indemnity agreements contained in Section 9.3 or 9.4 Sections 9.1(a) and 9.1(b) hereof, howeverthe Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim, provided that Buyer shall not be required to permit Seller, the Members or the Managers to assume the defense of any third party claim which if not first paid, discharged, or otherwise complied with would result in a material interruption or cessation of the conduct of Buyer’s business or any material part thereof or materially impair the value of the Purchased Assets. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given by the Indemnified Party, shall be deemed a waiver of any such election. If the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim shall include taking all steps reasonably necessary in the defense or settlement of such claim or litigation resulting therefrom, including the retention of competent counsel reasonably satisfactory to the Indemnified Party, and holding the Indemnified Party harmless from and against any and all damage resulting from, arising out of, or incurred with respect to any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom. The Indemnifying Party shall not, in the defense of such claim or litigation, consent to the entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party nor enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation. (c) If the Indemnifying Party shall have not assume the rightdefense of any such claim by a third party or litigation resulting therefrom, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer may defend against such claim or litigation in such manner as it deems appropriate. The Indemnifying Party shall, in accordance with the provisions hereof, promptly reimburse the Indemnified Party for the amount of any settlement reasonably entered into by the Indemnified Party and for all damage incurred by the Indemnified Party in connection with the defense against or settlement of any such action, suit, claim or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceedinglitigation.

Representation, Cooperation and Settlement. (a) Any Each party claiming a right agrees to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party") other, of any claim against the Indemnified Party other, which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereofSections 8.1(a) and 8.1(b), stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party shall have full responsibility and authority with respect Subject to the disposition of any actionSection 8.1(c), suit or proceeding brought against it. In in the event any claims, action, suit or proceeding is brought against a party (the “Indemnified Party Party”) with respect to which the other party (the “Indemnifying Party Party”) may have liability under the indemnity agreements contained in Section 9.3 or 9.4 Sections 8.1(a) and 8.1(b) hereof, howeverthe Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim, provided that neither Seller nor Buyer shall be required to permit the other to assume the defense of any third party claim which if not first paid, discharged, or otherwise complied with would result in a material interruption or cessation of the conduct of such party’s business or any material part thereof, or with respect to Buyer materially impair the value of the Purchased Assets, or with respect to Seller, materially impair the value of the Remaining Operations or the Remaining Intellectual Property. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given by the Indemnified Party, shall be deemed a waiver of any such election. If the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom, including the retention of competent counsel reasonably satisfactory to the Indemnified Party, and holding the Indemnified Party harmless from and against any and all damage resulting from, arising out of, or incurred with respect to any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom. The Indemnifying Party shall not, in the defense of such claim or litigation, consent to the entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party nor enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation. (c) If the Indemnifying Party shall have not assume the rightdefense of any such claim by a third party or litigation resulting therefrom, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer may defend against such claim or litigation in such manner as it deems appropriate. The Indemnifying Party shall, in accordance with the provisions hereof, promptly reimburse the Indemnified Party for the amount of any settlement reasonably entered into by the Indemnified Party and for all damage incurred by the Indemnified Party in connection with the defense against or settlement of any such action, suit, claim or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceedinglitigation.

Representation, Cooperation and Settlement. (a) Any Each party claiming a right agrees to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party") other, of any claim against the Indemnified Party other, which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereofSections 8.1(a) and 8.1(b), stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party shall have full responsibility and authority with respect Subject to the disposition of any actionSection 8.1(c), suit or proceeding brought against it. In in the event any claims, action, suit or proceeding is brought against a party (the “Indemnified Party Party”) with respect to which the other party (the “Indemnifying Party Party”) may have liability under the indemnity agreements contained in Section 9.3 or 9.4 Sections 8.1(a) and 8.1(b) hereof, howeverthe Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim, provided that neither Seller nor Buyer shall be required to permit the other to assume the defense of any third party claim which if not first paid, discharged, or otherwise complied with would result in a material interruption or cessation of the conduct of such party’s business or any material part thereof, or with respect to Buyer materially impair the value of the Purchased Assets, or with respect to Seller, materially impair the value of the remaining operations or the remaining Intellectual Property or the Milestone Payment. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given by the Indemnified Party, shall be deemed a waiver of any such election. If the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom, including the retention of competent counsel reasonably satisfactory to the Indemnified Party, and holding the Indemnified Party harmless from and against any and all damage resulting from, arising out of, or incurred with respect to any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom. The Indemnifying Party shall not, in the defense of such claim or litigation, consent to the entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party nor enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation. (c) If the Indemnifying Party shall have not assume the rightdefense of any such claim by a third party or litigation resulting therefrom, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer may defend against such claim or litigation in such manner as it deems appropriate. The Indemnifying Party shall, in accordance with the provisions hereof, promptly reimburse the Indemnified Party for the amount of any settlement reasonably entered into by the Indemnified Party and for all damage incurred by the Indemnified Party in connection with the defense against or settlement of any such action, suit, claim or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceedinglitigation.

Representation, Cooperation and Settlement. (a) Any Each party claiming a right agrees to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party") other of any claim against the Indemnified Party other which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereofSections 6.1 and 6.2, stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it. In the event any claims, action, suit or proceeding is brought against a party (the "Indemnified Party Party") with respect to which the other party (the "Indemnifying Party Party") may have liability under the indemnity agreements contained in Section 9.3 or 9.4 Sections 6.1 and 6.2 hereof, howeverthe Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim, provided that Buyer shall not be required to permit Seller to assume the defense of any third party claim which if not first paid, discharged, or otherwise complied with would result in a material interruption or cessation of the conduct of Buyer's business or any material part thereof or materially impair the value of the Assets. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given by the Indemnified Party, shall be deemed a waiver of any such election. If the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim shall include taking all steps reasonably necessary in the defense or settlement of such claim or litigation resulting therefrom, including the retention of competent counsel satisfactory to the Indemnified Party, and holding the Indemnified Party harmless from and against any and all damage resulting from, arising out of, or incurred with respect to any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom. The Indemnifying Party shall not, in the defense of such claim or litigation, consent to the entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party nor enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation in form and substance acceptable to the Indemnified Party. (c) If the Indemnifying Party shall have not assume the rightdefense of any such claim by a third party or litigation resulting therefrom, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer may defend against such claim or litigation in such manner as it deems appropriate. The Indemnifying Party shall, in accordance with the provisions hereof, promptly reimburse the Indemnified Party for the amount of any settlement reasonably entered into by the Indemnified Party and for all damage incurred by the Indemnified Party in connection with the defense against or settlement of any such action, suit, claim or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceedinglitigation.

Representation, Cooperation and Settlement. 13.3.1 If any Claim for which indemnification is provided under Section 13.1 or 13.2 relates to a claim, demand, action, suit, countersuit, litigation, dispute, order, writ, injunction, judgment, assessment, decree, grievance, investigation or other proceeding by a third-party (a) Any a “Third-Party Claim”), the party claiming a with the right to indemnification hereunder be indemnified against such Third-Party Claim (the "Indemnified Party") shall will give prompt written notice of such Third-Party Claim (including a reasonable description thereof) to the party required to provide indemnification (the “Indemnifying Party”) within ten (10) days of notification of the Third-Party Claim, provided that the Indemnified Party’s right to indemnification will not be waived by any failure to provide notification within such ten (10) day period, unless such failure materially prejudices the ability of the Indemnifying Party to defend the Third-Party Claim. The Indemnifying Party will have 15 days from the receipt of such notice to give written notice to the party from which Indemnified Party of its intention to defend such Third-Party Claim on behalf of the indemnification is sought Indemnified Party (the "“Indemnity Acknowledgement Period”), which notice will acknowledge the obligation of the Indemnifying Party to indemnify the Indemnified Party against such Third-Party Claim. 13.3.2 If notice to defend and the required acknowledgement are given by the Indemnifying Party within the Indemnity Acknowledgement Period, the Indemnifying Party will have the right to compromise or defend any such Third-Party Claim through counsel of its own choosing (provided that such counsel is reasonably satisfactory to the Indemnified Party") and at its own expense. In the event the Indemnifying Party undertakes to defend any such Third-Party Claim, the Indemnifying Party will promptly provide the Indemnified Party with copies of all pleadings and filings pertinent to the Third-Party Claim. 13.3.3 Notwithstanding the foregoing provisions, the Indemnifying Party will not agree to any claim settlement or remedy (a) that involves any remedy other than a pure monetary resolution, including, without limitation, injunctive relief against the Indemnified Party which might give rise to a claim by or requires the Indemnified Party against to enter into a consent decree or (b) requires the Indemnified Party to confess to any wrongdoing, unless the Indemnified Party consents in writing to such settlement or remedy. 13.3.4 If prior to (i) the Indemnified Party giving notice to the Indemnifying Party based on of a Third-Party Claim or (ii) the indemnity agreement contained in Section 9.3 or Section 9.4 hereof, stating the nature and basis expiration of the firstIndemnity Acknowledgement Period, the Indemnified Party takes any action with respect to a Third-mentioned claim and Party Claim, the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent will not be relieved of its indemnification obligations unless the Indemnifying Party is prejudiced by any of the Indemnified Party’s actions and then only to the extent of such failure. (b) The Indemnified Party shall have full responsibility prejudice and authority only with respect to such Indemnified Party undertaking such actions. BioZone Share Acquisition Agreement 30 13.3.5 If the disposition Indemnifying Party fails to give written notice to the Indemnified Party within the Indemnity Acknowledgement Period of any action, suit the Indemnifying Party’s intention to defend such Third-Party Claim at its own expense and acknowledging its obligation to indemnify the Indemnified Party against such claim or proceeding brought against it. In the event any action, suit or proceeding is brought fails to defend diligently and continuously a Third-Party Claim against the Indemnified Party with respect to which the Indemnifying Party may have liability under the indemnity agreements contained in Section 9.3 or 9.4 hereof, howeverParty, the Indemnifying Indemnified Party shall will have the right, without prejudice right to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by compromise or defend such Third-Party Claim through counsel of its own choosing and with whom counsel choosing, but for the Indemnified Party shall confer in connection with account and at the defense expense of any such actionthe Indemnifying Party, suit, or proceeding. The Indemnified Party shall make available subject to the Indemnifying Party and its counsel and accountantsapplicable limitation of liability set forth in Section 13.1 or 13.2, all books and records of as the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as case may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceedingbe.

Representation, Cooperation and Settlement. (a) Any With respect to claims made by third parties, if a party claiming a right or person named in Sections 10.1 or 10.2 as being entitled to indemnification hereunder (the an "Indemnified PartyIndemnitee") shall is threatened with any claim, or any claim is presented to or any action or proceeding commenced against such party or person, which my give prompt rise to the right of indemnification hereunder, the Indemnitee will give written notice thereof promptly (and in no event later than the last survival date of the representation and warranty for the breach of which indemnification is sought) to the party from which or parties bearing the indemnification is sought obligation (the "Indemnifying Party") of any claim against the Indemnified Party which might give rise to a claim by the Indemnified Party against the ). The Indemnifying Party based on shall have the indemnity agreement contained right to participate in Section 9.3 the defense of such caim, action or Section 9.4 hereofproceeding, stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except and, to the extent the Indemnifying Party is prejudiced by so desires, jointly with any other Indemnifying Party similarly notified, to assume the defense. thereof with counsel mutually satisfactory to such failure. (b) The Indemnified Party shall have full responsibility parties and authority with respect to the disposition of any action, suit or proceeding brought against itIndemnitee. In the event any action, suit or proceeding is brought against the Indemnified Party with respect to which If the Indemnifying Party may have liability under and the indemnity agreements contained in Section 9.3 or 9.4 hereof, howeverIndemnitee agree upon mutually satisfactory counsel to assume the defense, the Indemnifying Party shall have assume the right, without prejudice to expense of such counsel's fees and shall no longer assume the Indemnified Partyexpense of the Indemnitee's rights under this Agreement, at attorneys' fees. In the event the Indemnifying Party's sole expenseParty undertakes to compromise or defend any such liability, to be represented by counsel the Indemnifying Party shall so notify the Indemnitee in writing promptly of its own choosing intention to do so, and the Indemnitee shall cooperate with whom counsel for the Indemnified Party shall confer in connection with the defense of any such action, suit, or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountantsin the compromising of or the defending against any such liabilities or claims, all books and records at the expense of the Indemnified Indemnifying Party. Such cooperation shall include, but shall not be limited to, the provision to the Indemnifying Party relating of reasonable access to such actionthe Indemnitee's business records, suit or proceeding research, documents and employees as they relate to the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any indemnified claim. In response to a bona fide settlement offer, the Indemnifying Party may settle the monetary portion of an indemnifiable matter which it has duly elected to contest without the consent of the Indemnitee unless such actionsettlement has an adverse effect upon the Indemnitee, suit in which case such matters shall be settled only with the consent of the Indemnitee; provided, however, that the Indemnifying Party shall not have the right to agree to a settlement involving injunctive or proceedingother equitable relief without obtaining the prior written consent of the Indemnitee. In the event the Indemnitee declines to consent to the monetary settlement described in the preceding sentence (other than a settlement that has an adverse effect on the Indemnitee), then the Indemnitee shall have no right to indemnification beyond, and the Indemnifying Party shall have no obligation to pay damages and attorneys' fees hereunder in excess of, the amount of the proposed settlement.

Representation, Cooperation and Settlement. (a) Any party claiming a right to indemnification hereunder (the "Indemnified Party") ProMedCo and MergerSub shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party") Shareholder Representative of any claim against the Indemnified Party ProMedCo or MergerSub which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereofthis Article 2, stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it. In the event any claim, action, suit or proceeding is brought against the Indemnified Party ProMedCo or MergerSub with respect to which the Indemnifying Party one or more Shareholders may have liability under the indemnity agreements contained in Section 9.3 this Article 2, ProMedCo and MergerSub shall permit the Shareholder Representative to assume the defense of any such claim or 9.4 any litigation resulting from such claim, provided that ProMedCo and MergerSub shall not be required to permit the Shareholder Representative to assume the defense of any third party claim which if not first paid, discharged, or otherwise complied with would result in an interruption or cessation of the conduct of MergerSub's business or any material part thereof. Failure by the Shareholder Representative to notify ProMedCo and MergerSub of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given by ProMedCo and MergerSub, shall be deemed a waiver of any such election. If the Shareholder Representative assumes the defense of such claim or litigation resulting therefrom, the obligations of the Shareholder Representative hereunder as to such claim shall include taking all steps reasonably necessary in the defense or settlement of such claim or litigation resulting in the defense or settlement of such claim or litigation resulting therefrom, including the retention of counsel satisfactory to ProMedCo and MergerSub, and holding ProMedCo and MergerSub harmless from and against any and all damage resulting from, arising out of, or incurred with respect to any settlement approved by the Shareholder Representative or any judgment in connection with such claim or litigation resulting therefrom. The Shareholder Representative shall not, in the defense of such claim or litigation, consent to the entry of any judgment (other than a judgment of dismissal on the merits with costs) except with the written consent of ProMedCo and MergerSub nor enter into any settlement (except with the written consent of ProMedCo and MergerSub) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to ProMedCo and MergerSub a release from all liability in respect to such claim or litigation. (c) If the Shareholder Representative shall not assume the defense of any such claim by a third party or litigation resulting therefrom, ProMedCo and MergerSub may defend against such claim or litigation in such manner as it deems appropriate. The Shareholder Representative shall, in accordance with the provisions hereof, however, the Indemnifying Party shall have the right, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing promptly reimburse ProMedCo and with whom counsel MergerSub for the Indemnified Party shall confer amount of any settlement reasonably entered into by ProMedCo and MergerSub and for all damage incurred by ProMedCo and MergerSub in connection with the defense against or settlement of any such action, suit, claim or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceedinglitigation.

Representation, Cooperation and Settlement. (a) Any party claiming a right entitled to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought obligated to indemnify it hereunder (the "Indemnifying Party") of any claim against the Indemnified Party which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereofthis Article 10, stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it. In the event any claim, action, suit or proceeding is brought against the Indemnified Party with respect to which the Indemnifying Party may have liability under the indemnity agreements contained in Section 9.3 this Article 10, the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or 9.4 hereofany litigation resulting from such claim, howeverprovided that the Indemnified Party shall not be required to permit the Indemnifying Party to assume the defense of any third party claim which if not first paid, discharged, or otherwise complied with would result in an interruption or cessation of the conduct of ProMedCo-Temple's business or any material part thereof. Failure by the Indemnifying Party to notify the Indemnified Party of its election to (1) 0363293.08 080020-007 10/09/96 defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given by the Indemnified Party, shall be deemed a waiver of any such election. If the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim shall include taking all steps reasonably necessary in the defense or settlement of such claim or litigation resulting in the defense or settlement of such claim or litigation resulting therefrom, including the retention of counsel satisfactory to the Indemnified Party, and holding the Indemnified Party harmless from and against any and all damage resulting from, arising out of, or incurred with respect to any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom. The Indemnifying Party shall not, in the defense of such claim or litigation, consent to the entry of any judgment (other than a judgment of dismissal on the merits with costs) except with the written consent of the Indemnified Party nor enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation. (c) If the Indemnifying Party shall have not assume the rightdefense of any such claim by a third party or litigation resulting therefrom, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer may defend against such claim or litigation in such manner as it deems appropriate. the Indemnifying Party shall, in accordance with the provisions hereof, promptly reimburse the Indemnified Party for the amount of any settlement reasonably entered into by the Indemnified Party and for all damage incurred by the Indemnified Party in connection with the defense against or settlement of any such action, suit, claim or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceedinglitigation.

Representation, Cooperation and Settlement. (a) Any Each party claiming a right agrees to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party"other(s) of any claim against the Indemnified Party other(s) which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereofthis Article 10, stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it. In the event any claim, action, suit or proceeding is brought against a party (the "Indemnified Party Party") with respect to which the other party (the "Indemnifying Party Party") may have liability under the indemnity agreements contained in Section 9.3 this Article 10, the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or 9.4 hereofany litigation resulting from such claim, howeverprovided that ProMedCo-Harrisburg shall not be required to permit HealthAmerica to assume the defense of any third party claim which if not first paid, discharged, or otherwise complied with would result in an interruption or cessation of the conduct of the ProMedCo-Harrisburg's business or any material part thereof. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given by the Indemnified Party, shall be deemed a waiver of any such election. If the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim shall include taking all steps reasonably necessary in the defense or settlement of such claim or litigation resulting in the defense or settlement of such claim or litigation resulting therefrom, including the retention of counsel satisfactory to the Indemnified Party, and holding the Indemnified Party harmless from and against any and all damage resulting from, arising out of, or incurred with respect to any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom. The Indemnifying Party shall not, in the defense of such claim or litigation, consent to the entry of any judgment (other than a judgment of dismissal on the merits with costs) except with the written consent of the Indemnified Party nor enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation. (c) If the Indemnifying Party shall have not assume the rightdefense of any such claim by a third party or litigation resulting therefrom, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Party shall confer may defend against such claim or litigation in such manner as it deems appropriate. The Indemnifying Party shall, in accordance with the provisions hereof, promptly reimburse the Indemnified Party for the amount of any settlement reasonably entered into by the Indemnified Party and for all damage incurred by the Indemnified Party in connection with the defense against or settlement of any such action, suit, claim or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceedinglitigation.

Representation, Cooperation and Settlement. (a) Any Each party claiming a right agrees to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party") other of any claim against the Indemnified Party other which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereofSections 7.1(a), 7.1(b) and 7.1(c), stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it. In the event any claim, action, suit or proceeding is brought against a party (the "Indemnified Party Party") with respect to which the other party (the "Indemnifying Party Party") may have liability under the indemnity agreements contained in Section 9.3 Sections 7.1(a), 7.1(b) or 9.4 7.1(c) hereof, howeverthe Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from such claim, provided that the Indemnified Party shall not be required to permit the Indemnifying Party to assume the defense of any third party claim which if not first paid, discharged, or otherwise complied with would result in a material interruption or cessation of the conduct of the Indemnified Party's business or any material part thereof or materially impair the value of the Purchased Assets. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given by the Indemnified Party, shall be deemed a waiver of any such election. If the Indemnifying Party assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnifying Party hereunder as to such claim shall include taking all steps reasonably necessary in the defense or settlement of such claim or litigation resulting therefrom, including the retention of competent counsel satisfactory to the Indemnified Party, and holding the Indemnified Party harmless from and against any and all damage resulting from, arising out of, or incurred with respect to any settlement approved by the Indemnifying Party or any judgment in connection with such claim or litigation resulting therefrom. The Indemnifying Party shall not, in the defense of such claim or litigation, consent to the entry of any judgment (other than a judgment of dismissal on the merits without costs) except with the written consent of the Indemnified Party nor enter into any settlement (except with the written consent of the Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation in form and substance acceptable to the Indemnified Party. (c) If the Indemnifying Party shall have not assume the rightdefense of any such claim by a third party or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation. If the Indemnified Party assumes the defense of such claim or litigation resulting therefrom, the obligations of the Indemnified Party hereunder as to such claim shall include taking all steps reasonably necessary in the defense or settlement of such claim or litigation resulting therefrom, including the retention of competent counsel satisfactory to the Indemnifying Party. The Indemnified Party shall not, in the defense of such claim or litigation, consent to the entry of any judgment (other than a judgment of dismissal on the merits without prejudice costs) except with the written consent of the Indemnifying Party nor enter into any settlement (except with the written consent of the Indemnifying Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party's rights under this Agreement, at Party a release from all liability in respect to such claim or litigation in form and substance acceptable to the Indemnifying Party's sole expense. The Indemnifying Party shall, to be represented by counsel of its own choosing and in accordance with whom counsel for the provisions hereof, promptly reimburse the Indemnified Party shall confer for the amount of any settlement reasonably entered into by the Indemnified Party and for all damage incurred by the Indemnified Party in connection with the defense against or settlement of any such action, suit, claim or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceedinglitigation.

Representation, Cooperation and Settlement. (a) Any party claiming a right to indemnification hereunder (the "Indemnified Party") ProMedCo and ProMedCo-SW shall give prompt written notice to the party from which the indemnification is sought (the "Indemnifying Party") SELLER of any claim against the Indemnified Party ProMedCo or ProMedCo-SW which might give rise to a claim by the Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 hereofthis Article 10, stating the nature and basis of the first-mentioned claim and the amount thereof. No failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnified Party shall have full responsibility and authority with respect to the disposition of any action, suit or proceeding brought against it. In the event any claim, action, suit or proceeding is brought against the Indemnified Party ProMedCo or ProMedCo-SW with respect to which the Indemnifying Party SELLER may have liability under the indemnity agreements contained in Section 9.3 this Article 10, ProMedCo and ProMedCo-SW shall permit SELLER to assume the defense of any such claim or 9.4 any litigation resulting from such claim, provided that ProMedCo and ProMedCo-SW shall not be required to permit SELLER to assume the defense of any third party claim which if not first paid, discharged, or otherwise complied with would result in an interruption or cessation of the conduct of ProMedCo-SW's business or any material part thereof. Failure by SELLER to notify ProMedCo and ProMedCo-SW of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given by ProMedCo and ProMedCo-SW, shall be deemed a waiver of any such election. If SELLER assumes the defense of such claim or litigation resulting therefrom, the obligations of SELLER hereunder as to such claim shall include taking all steps reasonably necessary in the defense or settlement of such claim or litigation resulting in the defense or settlement of such claim or litigation resulting therefrom, including the retention of counsel satisfactory to ProMedCo and ProMedCo-SW, and holding ProMedCo and ProMedCo-SW harmless from and against any and all damage resulting from, arising out of, or incurred with respect to any settlement approved by SELLER or any judgment in connection with such claim or litigation resulting therefrom. SELLER shall not, in the defense of such claim or litigation, consent to the entry of any judgment (other than a judgment of dismissal 0400630.14 080020-015 05/07/97 (1) on the merits with costs) except with the written consent of ProMedCo and ProMedCo-SW nor enter into any settlement (except with the written consent of ProMedCo and ProMedCo-SW) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to ProMedCo and ProMedCo-SW a release from all liability in respect to such claim or litigation. (c) If SELLER shall not assume the defense of any such claim by a third party or litigation resulting therefrom, ProMedCo and ProMedCo-SW may defend against such claim or litigation in such manner as it deems appropriate. SELLER shall, in accordance with the provisions hereof, however, the Indemnifying Party shall have the right, without prejudice to the Indemnified Party's rights under this Agreement, at the Indemnifying Party's sole expense, to be represented by counsel of its own choosing promptly reimburse ProMedCo and with whom counsel ProMedCo-SW for the Indemnified Party shall confer amount of any settlement reasonably entered into by ProMedCo and ProMedCo-SW and for all damage incurred by ProMedCo and ProMedCo-SW in connection with the defense against or settlement of any such action, suit, claim or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceedinglitigation.

Representation, Cooperation and Settlement. (a) Any party claiming a right An Indemnified Party agrees to indemnification hereunder (the "Indemnified Party") shall give prompt written notice to the party from which the indemnification is sought (the "an Indemnifying Party") Party of any claim against the Indemnified Party it which might give rise to a claim by the such Indemnified Party against the Indemnifying Party based on the indemnity agreement contained in Section 9.3 or Section 9.4 7.3 hereof, stating the nature and basis of the first-mentioned claim and the amount thereof. No ; provided, that the failure of the Indemnified Party to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced by prompt notice shall not relieve the Indemnifying Party of any of its obligations hereunder, but may create a cause of action for breach for damages directly attributable to such failuredelay. (b) The Indemnified Indemnifying Party shall have full responsibility and authority with respect to the payment, settlement, compromise or other disposition of any third party dispute, action, suit or proceeding brought against it. In subject to indemnification by such Indemnifying Party hereunder, including, without limitation, the event any actionright to conduct and control all negotiations with respect to the settlement, suit compromise or proceeding is brought against other disposition thereof, and the Indemnified Party agrees to cooperate with respect to which the Indemnifying Party may have liability under the indemnity agreements contained in Section 9.3 or 9.4 hereof, however, any reasonable manner requested by the Indemnifying Party in connection with any such negotiations. The Indemnified Party shall have the right, without prejudice to the Indemnified Indemnifying Party's rights under this Agreement, at the Indemnifying Indemnified Party's sole expense, to be represented by counsel of its own choosing and with whom counsel for the Indemnified Indemnifying Party shall confer in connection with the defense of any such action, suit, suit or proceeding. The Indemnified Party shall make available to the Indemnifying Party and its counsel and accountants, all books and records of the Indemnified Party relating to such action, suit or proceeding and the parties Parties agree to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such action, suit or proceeding. Notwithstanding the foregoing, the Indemnifying Party may compromise and settle any claim, action, or suit to which it must indemnify an Indemnified Party hereunder, provided that it gives the Indemnified Party advance notice of any proposed compromise or settlement and shall obtain the consent of 45 49 the Indemnified Party to such proposed compromise or settlement, which consent shall not be unreasonably withheld.