Common use of Third Party Claim Indemnification Procedure Clause in Contracts

Third Party Claim Indemnification Procedure. (a) If any written claim or demand, for which an indemnifying Party (an “Indemnifying Party”) may have liability to any indemnified Party hereunder (an “Indemnified Party”), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly (but no later than thirty (30) calendar days after receipt thereof) notify the Indemnifying Party in writing of such Third-Party Claim (a “Third-Party Claim Notice,”); provided, however, that the failure timely to give a Third-Party Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. A Third-Party Claim Notice shall contain a brief summary of the facts underlying or relating to such claim to the extent then known by the Indemnified Party or a copy of any correspondence or notice received from the relevant third party and a statement that the Indemnified Party seeks indemnification for Losses relating to such Third-Party Claim. (b) The Indemnifying Party shall have thirty (30) calendar days (or such lesser number of days set forth in the Third-Party Claim Notice as may be required by any Governmental Authority or Governmental Order) after receipt of the Third-Party Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third-Party Claim unless the Third Party Claim involves criminal liability or in which equitable relief is sought against any of the Indemnified Parties; it being understood that, by assuming the defense of a Third-Party Claim, the Indemnifying Party shall acknowledge its obligation to indemnify the Indemnified Party with respect to all Losses imposed on, sustained, incurred or suffered by, or asserted against the Indemnified Party in respect of such Third-Party Claim (subject only to the limitations contained in Section 13.2 or 13.3, as the case may be, and any amounts actually recovered as contemplated by Section 13.8) and all Losses sustained, incurred or suffered by the Indemnified Party in connection with such defense prior to such assumption shall be reimbursed by the Indemnifying Party. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third-Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings, with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party, at the expense of the Indemnifying Party. Once the Indemnifying Party has duly assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense, including the opportunity to participate in any discussions or correspondence with any Governmental Authority, and to employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its own expense unless (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and counsel to the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to the Indemnified Party of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect thereof, or (ii) the Indemnified Party assumes the defense of a Third-Party Claim after the Indemnifying Party has failed to diligently pursue a Third-Party Claim it has assumed, as provided in Section 13.5(d). (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third-Party Claim as provided in Section 13.5(b), or (iii) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to negotiate for settlement or defend diligently such Third-Party Claim within fifteen (15) calendar days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right, but not the obligation, to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. (e) Whether or not the Indemnifying Party shall have assumed defense of a Third-Party Claim, (i) the Indemnified Party shall have no liability with respect to any settlement or compromise of such Third-Party Claim effected without its written consent (which consent shall not be unreasonably withheld) and (ii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), consent to the entry of judgment, admit any liability with respect to, settle, compromise, discharge or offer to settle, compromise or discharge any Third-Party Claim on a basis that would result in (A) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its affiliates, (B) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its affiliates, (C) a finding or admission of a violation of Law, of a violation of the rights of any Person or that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its affiliates, or (D) except to the extent within the basket set forth in Section 13.2 or 13.3, as the case may be, any monetary liability of the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party or anything less than a complete release being provided to the Indemnified Party and its affiliates. (f) The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third-Party Claim, including by providing access during regular business hours to each other’s relevant business records and other documents, and employees; provided, however, that such cooperation shall not unreasonably interfere with the business or operations of the providing party. All Losses sustained, incurred or suffered by the Indemnified Party in connection with responding to, complying with or satisfying the Indemnifying Party’s requests for cooperation shall be promptly reimbursed by the Indemnifying Party. If the Indemnifying Party disputes the amount of, or otherwise refuses or fails to reimburse, any such Losses that the Indemnified Party has incurred and for which the Indemnified Party has sought reimbursement from the Indemnifying Party, the Indemnified Party shall not be obligated to continue providing cooperation with respect to the defense of the relevant Third-Party Claim until such dispute has become the subject of a Final Determination or all such Losses have been reimbursed in full. (g) The Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges.

Third Party Claim Indemnification Procedure. (a) If any written Any Party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand, for which an indemnifying demand made by any Third Party (an “Indemnifying Party”) may have liability to any indemnified Party hereunder (an “Indemnified Party”), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such the Indemnified Party shall promptly (but no later than thirty (30) calendar days after receipt thereof) notify the Indemnifying Party in writing writing, and in reasonable detail, of such Third-the Third Party Claim (a “Third-Party Claim Notice,”); provided, however, that the failure timely to give a Third-Party Claim Notice shall affect the rights of an within [***] after receipt by such Indemnified Party hereunder only to of written notice of the extent that such failure has a material prejudicial effect on Third Party Claim. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. Thereafter, the defenses or other rights available Indemnified Party shall deliver to the Indemnifying Party with respect to such Third-Party Claim. A Third-Party Claim Notice shall contain a brief summary Party, within [***] after the Indemnified Party’s receipt thereof, copies of the facts underlying or relating to such claim to the extent then known all notices and documents (including court papers) received by the Indemnified Party or a copy of any correspondence or notice received from the relevant third party and a statement that the Indemnified Party seeks indemnification for Losses relating to such Third-the Third Party Claim. The failure to give notice as provided in this Section 11.7 (Third Party Claim Indemnification Procedure) shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it shall have been prejudiced by such failure. (b) The Indemnifying Party shall have thirty Subject to the provisions of this Section 11.7(b) (30) calendar days (or such lesser number of days set forth in the Third-Party Claim Notice as may be required by any Governmental Authority or Governmental Order) after receipt of the Third-Party Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third-Party Claim unless the Third Party Claim involves criminal liability or Indemnification Procedure), in which equitable relief is sought against any of the Indemnified Parties; it being understood that, by assuming the defense event of a Third-Party Claim, the Indemnifying Party shall acknowledge its obligation to indemnify the Indemnified Party with respect to all Losses imposed on, sustained, incurred or suffered by, or asserted against the Indemnified Party in respect of such Third-Party Claim (subject only to the limitations contained in Section 13.2 or 13.3, as the case may be, and any amounts actually recovered as contemplated by Section 13.8) and all Losses sustained, incurred or suffered by the Indemnified Party in connection with such defense prior to such assumption shall be reimbursed by the Indemnifying Party. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third-Third Party Claim, the Indemnifying Party shall have the sole and absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice and to control, defend against, negotiate, settle or otherwise deal with any Proceeding, claim, or demand relating to such Third Party Claim; provided, that the Indemnified Party by appropriate proceedings, may participate in any such Proceeding with counsel selected by of its choice and at its own expense. The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third Party Claim. Notwithstanding the foregoing, to the extent that (i) the Indemnifying Party informs the Indemnified Party in writing of its election not to defend such Third Party Claim, or (ii) the Third Party Claim [***]; provided, for purposes of this Section 11.7(b)(ii), that is the Cap shall be calculated to include the Additional Cap Amount, (D) creates, in the reasonable judgment of the Indemnified Party after obtaining advice of counsel, an actual or readily apparent conflict of interest between the Indemnified Party and the Indemnifying Parties or (E) would reasonably satisfactory be expected to result in a material detriment to or material injury to the Indemnified Party’s reputation or future business prospects if a judgment adverse to the Indemnified Party is rendered, the Indemnified Party may retain counsel, at the expense of the Indemnifying Party. Once , and control the defense of such Proceeding, and the Indemnifying Party has duly assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to may participate in any such defense, including the opportunity to participate in any discussions or correspondence Proceeding with any Governmental Authority, and to employ separate counsel of its choosingchoice and at its own expense. The Indemnified Party shall participate in any such defense at its own expense unless (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and counsel to the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to the Indemnified Party of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect thereof, or (ii) the Indemnified Party assumes the defense of a Third-Party Claim after the Indemnifying Party has failed to diligently pursue a Third-Party Claim it has assumed, as provided in Section 13.5(d). (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third-Party Claim as provided in Section 13.5(b), or (iii) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to negotiate for settlement or defend diligently such Third-Party Claim within fifteen (15) calendar days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right, but not the obligation, to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. (e) Whether or not the Indemnifying Party shall have assumed defense of a Third-Party Claim, (i) the Indemnified Party shall have no liability with respect to any settlement or compromise of such Third-Party Claim effected without its written consent (which consent shall not be unreasonably withheld) and (ii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Indemnifying Party (which consent shall not be unreasonably withheld), consent to the entry of judgment, admit any liability with respect to, settle, compromise, discharge or offer to settlepay, compromise or discharge settle any Third-Party Claim on a basis that would result in (A) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its affiliates, (B) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its affiliates, (C) a finding or admission of a violation of Law, of a violation of the rights of any Person or that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its affiliates, or (D) except to the extent within the basket set forth in Section 13.2 or 13.3, as the case may be, any monetary liability of the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party or anything less than a complete release being provided to the Indemnified Party and its affiliates. (f) The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third-Third Party Claim, including by providing access during regular business hours to each other’s relevant business records and other documents, and employees; provided, however, that such cooperation shall not unreasonably interfere with the business or operations of the providing party. All Losses sustained, incurred or suffered by the Indemnified Party in connection with responding to, complying with or satisfying the Indemnifying Party’s requests for cooperation shall be promptly reimbursed by the Indemnifying Party. If the Indemnifying Party disputes the amount of, or otherwise refuses or fails to reimburse, any such Losses that the Indemnified Party has incurred and for which the Indemnified Party has sought reimbursement from the Indemnifying Party, the Indemnified Party shall not be obligated to continue providing cooperation with respect to the defense of the relevant Third-Party Claim until such dispute has become the subject of a Final Determination or all such Losses have been reimbursed in full. (g) The Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges.

Third Party Claim Indemnification Procedure. (a) If An indemnified person shall promptly notify the indemnifying party of the existence of any written Claim resulting from a claim or demand, for which an indemnifying Party (an “Indemnifying Party”) may have liability to any indemnified Party hereunder (an “Indemnified Party”), is asserted against or sought to be collected from any Indemnified Party made by a third party (a “Third-Party Claim”), such Indemnified Party and shall promptly (but no later than thirty (30) calendar days after receipt thereof) notify give the Indemnifying Party in writing of such Third-Party Claim (a “Third-Party Claim Notice,”); provided, however, that indemnifying party the failure timely to give a Third-Party Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. A Third-Party Claim Notice shall contain a brief summary of the facts underlying or relating to such claim to the extent then known by the Indemnified Party or a copy of any correspondence or notice received from the relevant third party and a statement that the Indemnified Party seeks indemnification for Losses relating to such Third-Party Claim. (b) The Indemnifying Party shall have thirty (30) calendar days (or such lesser number of days set forth in the Third-Party Claim Notice as may be required by any Governmental Authority or Governmental Order) after receipt of the Third-Party Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires opportunity to defend the Indemnified Party against same at its own expense and with counsel of its own selection, provided that such Third-Party Claim unless the Third Party Claim involves criminal liability or in which equitable relief is sought against any of the Indemnified Parties; it being understood that, by assuming the defense of a Third-Party Claim, the Indemnifying Party indemnified person shall acknowledge its obligation to indemnify the Indemnified Party with respect to at all Losses imposed on, sustained, incurred or suffered by, or asserted against the Indemnified Party in respect of such Third-Party Claim (subject only to the limitations contained in Section 13.2 or 13.3, as the case may be, and any amounts actually recovered as contemplated by Section 13.8) and all Losses sustained, incurred or suffered by the Indemnified Party in connection with such defense prior to such assumption shall be reimbursed by the Indemnifying Party. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third-Party Claim, the Indemnifying Party shall times also have the right to defend the Indemnified Party by appropriate proceedings, with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party, at the expense of the Indemnifying Party. Once the Indemnifying Party has duly assumed participate fully in the defense of a Third-Party Claimthe Claim at his, her or its own expense. If the Indemnified Party indemnifying party shall, within fifteen (15) days after such notice, fail to acknowledge its indemnification obligation hereunder in writing or thereafter fail to defend such Claim adequately and reasonably, and such indemnified person is entitled to such defense, such indemnified person shall have the right, but not the obligation, to participate in any such defense, including undertake the opportunity to participate in any discussions or correspondence with any Governmental Authoritydefense of, and to employ separate counsel compromise or settle (exercising reasonable business judgment) such Claim on behalf, for the account, and the sole risk and expense, of the indemnifying party. The omission of any indemnifying party to give notice of the existence of any third party claim as provided herein shall not relieve the indemnifying party of its choosing. The Indemnified Party shall participate in any such defense at its own expense unless (i) the Indemnifying Party and the Indemnified Party are both named parties indemnification obligations under this Article X except to the proceedings and counsel extent that such omission results in a failure of actual notice to the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to the Indemnified Party of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect thereof, or (ii) the Indemnified Party assumes the defense of indemnifying party and such indemnifying party is materially damaged as a Third-Party Claim after the Indemnifying Party has failed to diligently pursue a Third-Party Claim it has assumed, as provided in Section 13.5(d). (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third-Party Claim as provided in Section 13.5(b), or (iii) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to negotiate for settlement or defend diligently such Third-Party Claim within fifteen (15) calendar days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right, but not the obligation, to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense result of such Third-Party Claim. (e) Whether or not the Indemnifying Party shall have assumed defense of a Third-Party Claim, (i) the Indemnified Party shall have no liability failure to give notice. Except with respect to any settlement or compromise of such Third-Party Claim effected without its written consent (which consent shall not be unreasonably withheld) and (ii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent Party, no indemnifying party, in the defense of any Claim, shall not be unreasonably withheld), consent to the entry of judgment, admit any liability with respect to, settle, compromise, discharge judgment or offer to settle, compromise enter into any settlement that provides for injunctive or discharge any Third-Party Claim on a basis that would result in (A) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of other nonmonetary relief affecting the Indemnified Party or any of its affiliates, (B) a finding does not include as an unconditional term thereof the giving by each claimant or admission plaintiff to such Indemnified Party of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its affiliates, (C) a finding or admission of a violation of Law, of a violation of the rights of any Person or that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its affiliates, or (D) except to the extent within the basket set forth in Section 13.2 or 13.3, as the case may be, any monetary release from all liability of the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party or anything less than a complete release being provided to the Indemnified Party and its affiliates. (f) The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third-Party Claim, including by providing access during regular business hours to each other’s relevant business records and other documents, and employees; provided, however, that such cooperation shall not unreasonably interfere with the business or operations of the providing party. All Losses sustained, incurred or suffered by the Indemnified Party in connection with responding to, complying with or satisfying the Indemnifying Party’s requests for cooperation shall be promptly reimbursed by the Indemnifying Party. If the Indemnifying Party disputes the amount of, or otherwise refuses or fails to reimburse, any such Losses that the Indemnified Party has incurred and for which the Indemnified Party has sought reimbursement from the Indemnifying Party, the Indemnified Party shall not be obligated to continue providing cooperation with respect to the defense of the relevant Third-Party such Claim until such dispute has become the subject of a Final Determination or all such Losses have been reimbursed in fulllitigation. (g) The Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges.

Third Party Claim Indemnification Procedure. (a) If Upon any written Indemnified Party’s receipt of notice of assertion of any claim or demand, demand by a third party against an Indemnified Party for which an indemnifying Party party (an “Indemnifying Party”) may have liability to any indemnified Indemnified Party hereunder (an “Indemnified Party”), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly promptly, but in no event more than twenty (but no later than thirty (3020) calendar days after following such Indemnified Party’s receipt thereof) of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim Claim, the amount or the estimated amount of damages sought thereunder to the extent then reasonably ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Third-Party Claim Notice,”); provided, however, that the failure timely to give a Third-Party Claim Notice shall not affect the rights of an Indemnified Party hereunder only hereunder, except to the extent that such failure has a material prejudicial effect on materially prejudices the defenses Indemnifying Party’s defense of, or other rights available to the Indemnifying Party with respect to to, such Third-Party Claim. A Third-Party Claim Notice shall contain a brief summary of the facts underlying or relating to such claim to the extent then known by the Indemnified Party or a copy of any correspondence or notice received from the relevant third party and a statement that the Indemnified Party seeks indemnification for Losses relating to such Third-Party Claim. (b) The Indemnifying Party shall have thirty twenty (3020) calendar days (or such lesser number of days set forth in the Third-Party Claim Notice as may be required by any Governmental Authority or Governmental Ordera Proceeding in the event of a litigated matter) after receipt of the Third-Party Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third-Party Claim unless Claim; provided, however, that the Third Indemnifying Party Claim involves criminal liability shall not be entitled to assume or in which equitable relief is sought against any maintain control of the Indemnified Parties; it being understood that, by assuming the defense of a any Third-Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Third-Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnifying Party has failed to defend or is failing to defend in good faith the Third-Party Claim, the Indemnifying Party shall acknowledge its obligation to indemnify the Indemnified Party with respect to all Losses imposed on, sustained, incurred or suffered by, or asserted against the Indemnified Party in respect of such Third-Party Claim (subject only to the limitations contained in Section 13.2 or 13.3, as the case may be, and any amounts actually recovered as contemplated by Section 13.8) and all Losses sustained, incurred or suffered by the Indemnified Party in connection with such defense prior to such assumption shall be reimbursed by the Indemnifying Party. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third-Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings, with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party, at the expense of the Indemnifying Party. Once the Indemnifying Party has duly assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense, including the opportunity to participate in any discussions or correspondence with any Governmental Authority, and to employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its own expense unless (iiii) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings Proceedings and counsel to the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to the Indemnified Party of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect thereof, or (ii) the Indemnified Party assumes the defense of a Third-Party Claim after the Indemnifying Party has failed to diligently pursue a Third-Party Claim it has assumed, as provided in Section 13.5(d). (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third-Party Claim as provided in Section 13.5(b), or (iii) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to negotiate for settlement or defend diligently such Third-Party Claim within fifteen (15) calendar days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right, but not the obligation, to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. (e) Whether or not the Indemnifying Party shall have assumed defense of a Third-Party Claim, (i) the Indemnified Party shall have no liability with respect to any settlement or compromise of such Third-Party Claim effected without its written consent (which consent shall not be unreasonably withheld) and (ii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), consent to the entry of judgment, admit any liability with respect to, settle, compromise, discharge or offer to settle, compromise or discharge any Third-Party Claim on a basis that would result in (A) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its affiliates, (B) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its affiliates, (C) a finding or admission of a violation of Law, of a violation of the rights of any Person or that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its affiliates, or (D) except to the extent within the basket set forth in Section 13.2 or 13.3, as the case may be, any monetary liability of the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party or anything less than a complete release being provided to the Indemnified Party and its affiliates. (f) The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third-Party Claim, including by providing access during regular business hours to each other’s relevant business records and other documents, and employeesthem; provided, howeverfurther, that such cooperation shall not unreasonably interfere with the business or operations of the providing party. All Losses sustained, incurred or suffered by the Indemnified Party in connection with responding to, complying with or satisfying the Indemnifying Party’s requests for cooperation shall be promptly reimbursed by the Indemnifying Party. If the Indemnifying Party disputes the amount of, or otherwise refuses or fails prior to reimburse, any such Losses that the Indemnified Party has incurred and for which the Indemnified Party has sought reimbursement from the Indemnifying Party, the Indemnified Party shall not be obligated to continue providing cooperation with respect to the defense of the relevant Third-Party Claim until such dispute has become the subject of a Final Determination or all such Losses have been reimbursed in full. (g) The Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges.assuming 53

Third Party Claim Indemnification Procedure. (a) If Upon any written Indemnified Party’s receipt of notice of assertion of any claim or demand, demand by a third party against an Indemnified Party for which an indemnifying Party party (an “Indemnifying Party”) may have liability to any indemnified Indemnified Party hereunder (an “Indemnified Party”), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such Indemnified Party shall promptly promptly, but in no event more than twenty (but no later than thirty (3020) calendar days after following such Indemnified Party’s receipt thereof) of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim Claim, the amount or the estimated amount of damages sought thereunder to the extent then reasonably ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Third-Party Claim Notice,”); provided, however, that the failure timely to give a Third-Party Claim Notice shall not affect the rights of an Indemnified Party hereunder only hereunder, except to the extent that such failure has a material prejudicial effect on materially prejudices the defenses Indemnifying Party’s defense of, or other rights available to the Indemnifying Party with respect to to, such Third-Party Claim. A Third-Party Claim Notice shall contain a brief summary of the facts underlying or relating to such claim to the extent then known by the Indemnified Party or a copy of any correspondence or notice received from the relevant third party and a statement that the Indemnified Party seeks indemnification for Losses relating to such Third-Party Claim. (b) The Indemnifying Party shall have thirty twenty (3020) calendar days (or such lesser number of days set forth in the Third-Party Claim Notice as may be required by any Governmental Authority or Governmental Ordera Proceeding in the event of a litigated matter) after receipt of the Third-Party Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third-Party Claim unless Claim; provided, however, that the Third Indemnifying Party Claim involves criminal liability shall not be entitled to assume or in which equitable relief is sought against any maintain control of the Indemnified Parties; it being understood that, by assuming the defense of a any Third-Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Third-Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnifying Party has failed to defend or is failing to defend in good faith the Third-Party Claim, or (iii) the Indemnifying Party shall acknowledge its obligation to indemnify and the Indemnified Party with respect are both named parties to all Losses imposed on, sustained, incurred or suffered by, or asserted against the Proceedings and the Indemnified Party in respect shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them; provided, further, that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for any Losses resulting from such Third-Party Claim (subject only to the limitations contained in Section 13.2 or 13.3, as the case may be, and any amounts actually recovered as contemplated by Section 13.8) and all Losses sustained, incurred or suffered by the Indemnified Party in connection with such defense prior to such assumption shall be reimbursed by the Indemnifying PartyClaim. (cb) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third-Party ClaimClaim and subject to Section 10.4(a), the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings, with counsel selected by proceedings and shall have the Indemnifying Party that is reasonably satisfactory sole power to the Indemnified Party, direct and control such defense at the expense of the Indemnifying Partyits expense. Once the Indemnifying Party has duly assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense, including the opportunity to participate in any discussions or correspondence with any Governmental Authority, defense and to employ separate counsel of its choosing. The In the event the Indemnified Party shall elects to participate in any such defense, the Indemnifying Party shall not be liable to the Indemnified Party for any fees of counsel or other expenses incurred by the Indemnified Party in connection with the defense at its own expense of such Third-Party Claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third-Party Claim unless (i) the Indemnifying Party shall have agreed to indemnify and hold the Indemnified Party are both named parties to harmless from and against any and all Losses caused by or arising out of any such settlement or compromise, (ii) such settlement or compromise shall include as an unconditional term thereof the proceedings and counsel to giving by the claimant of a release of the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due from all liability with respect to actual such Third-Party Claim, and (iii) such settlement or potential differing interests between them or the availability to compromise involves no relief affecting the Indemnified Party of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect thereof, or (ii) the Indemnified Party assumes the defense of a Third-Party Claim after the Indemnifying Party has failed to diligently pursue a Third-Party Claim it has assumed, as provided in Section 13.5(d)including any adverse tax impact. (dc) If the Indemnifying Party (i) is not entitled to defend a Third-Party Claim, (ii) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third-Party Claim as provided in Section 13.5(b), otherwise or (iii) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to negotiate for settlement or defend diligently such Third-Party Claim within fifteen (15) calendar 10 days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right, right but not the obligation, obligation to assume its own defense; it being understood provided, however, that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. (e) Whether or not the Indemnifying . The Indemnified Party shall have assumed defense of not settle a Third-Party ClaimClaim for which the Indemnifying Party may have liability hereunder without the consent of the Indemnifying Party, (i) the Indemnified Party shall have no liability with respect to any settlement or compromise of such Third-Party Claim effected without its written consent (which consent shall not be unreasonably withheld. (d) and (ii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), consent With respect to the entry of judgment, admit any liability with respect to, settle, compromise, discharge or offer to settle, compromise or discharge any Third-Party Claim on a basis that would result in subject to indemnification under Section 10: (Ai) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of both the Indemnified Party or any of its affiliates, (B) a finding or admission of a violation of Law or violation of and the rights of any Person by the Indemnified Party or any of its affiliates, (C) a finding or admission of a violation of Law, of a violation of the rights of any Person or that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its affiliates, or (D) except to the extent within the basket set forth in Section 13.2 or 13.3Indemnifying Party, as the case may be, any monetary liability shall keep the other Person fully informed of the Indemnified status of such Third-Party that will Claim and any related Proceedings at all stages thereof where such other Person is not be promptly paid or reimbursed represented by its own counsel, (ii) the Indemnifying Party or anything less than a complete release being provided parties agree (each at its own expense) to the Indemnified Party render to each other such assistance as they may reasonably require of each other and its affiliates. (f) The Indemnified Party and the Indemnifying Party shall to cooperate in good faith with each other in order to ensure the proper and adequate defense of a any Third-Party Claim and (iii) if Sellers are the Indemnifying Party, Buyer shall, take all actions and do all things necessary or desirable to permit or otherwise enable the Sellers to assume and maintain control of the defense of any Third-Party Claim, including by providing access during regular business hours to each other’s relevant business records executing, signing and delivering all instruments, agreements, contracts or other documents, and employees; provided, however, that such cooperation shall not unreasonably interfere with the business documents necessary or operations of the providing party. All Losses sustained, incurred or suffered by the Indemnified Party desirable in connection with responding tothe foregoing (including, complying with where applicable, powers of attorney or satisfying the Indemnifying Party’s requests for cooperation shall be promptly reimbursed by the Indemnifying Party. If the Indemnifying Party disputes the amount of, IRS Form 8821 (Tax Information Authorization) or otherwise refuses or fails to reimburse, any such Losses that the Indemnified Party has incurred and for which the Indemnified Party has sought reimbursement from the Indemnifying Party, the Indemnified Party shall not be obligated to continue providing cooperation with respect to the defense of the relevant Third-Party Claim until such dispute has become the subject of a Final Determination or all such Losses have been reimbursed in fullsuccessor form). (g) The Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges.

Third Party Claim Indemnification Procedure. (a) If In the event that a Party receives notice of any written claim or demand, for which an indemnifying Party (an “Indemnifying Party”) may have liability to any indemnified Party hereunder (an “Indemnified Party”), is asserted Claim against or sought to be collected from any Indemnified Party by a third party it (a “Third-Party Claim”)) that may give rise to a claim for Loss, such Indemnified Party shall promptly provide notice to the other Party, within one-third (but no later than thirty (301/3) calendar days after receipt thereof) notify of the Indemnifying time to contest the Third-Party in writing Claim as of such the date it becomes aware of the Third-Party Claim, informing it of the Third-Party Claim and specifying the amount involved and providing all reasonable documents and information regarding the Third-Party Claim (a “Third-Party Claim Notice,”). 8.8.1. The indemnifying Party shall, within the first half of the legal term for the presentation of the proper defense or answer, (a) make payment or authorize reimbursement of the amount in question; provided, however, that (b) inform the failure timely to give a Third-Party Claim Notice shall affect the rights of an Indemnified Party hereunder only to whether or not it shall conduct the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to defense of such Third-Party Claim. A Third-Party Claim Notice shall contain a brief summary of the facts underlying ; or relating (c) delegate to such claim to the extent then known by the Indemnified Party or the presentation of a copy of any correspondence or notice received from defense and/or answer to the relevant third party and a statement that the Indemnified Party seeks indemnification for Losses relating to such Third-Party Claim. (b) The Indemnifying , in which case the Indemnified Party shall have thirty (30) calendar days (or such lesser number of days set forth in diligently defend against the Third-Party Claim Notice Claim, it being understood that the Indemnifying Party's silence shall be deemed as may be required by any Governmental Authority having opted for the provisions of item (c) of this Section and subject to the provisions of Section 8.8.3.1. 8.8.2. If the indemnifying Party itself chooses to present an answer or Governmental Orderdefense, the Indemnifying Party must appoint and hire the attorney in charge of conducting such objection or defense, provided that, at the option of the Purchasers (i) after receipt a first class law firm or a law firm recognized as an expert in the subject matter of the Third-Party Claim Notice shall be hired; or (ii) priority shall be given to attorneys already retained for the “Notice Period”) due causes, and the Indemnifying Party shall be required to notify grant to the Indemnified attorney appointed by the Indemnifying Party that it desires the powers necessary for the conduct of the due process, as well as provide all documents and information necessary for the preparation of the answer or defense. The Indemnifying Party may accompany the defense and shall be reasonably informed in all proceedings related to defend the Indemnified Party against such any Third-Party Claim unless conducted by the Third Party Claim involves criminal liability or Indemnifying Party, including through the appointment (at its expense) of legal counsel other than the counsel retained by the indemnifying Party. 8.8.3. The Parties shall cooperate with each other in which equitable relief is sought against any of the Indemnified Parties; it being understood that, by assuming the defense of a particular Third-Party ClaimClaim and shall make available, within a reasonable time for purposes of this Section, to the Indemnifying Party shall acknowledge responsible for conducting the defense all witnesses, pertinent files, materials, and information in the indemnified Party's possession or under its obligation control relating to indemnify the Indemnified Party with respect to all Losses imposed on, sustained, incurred or suffered by, or asserted against the Indemnified Party in respect of such Third-Party Claim (subject only to or in the limitations contained in Section 13.2 possession or 13.3, as the case may be, and control of any amounts actually recovered as contemplated by Section 13.8of its Representatives) and all Losses sustained, incurred or suffered that are reasonably requested by the Indemnified Party in connection with such responsible for conducting the defense prior to such assumption shall be reimbursed by the Indemnifying Partyor its attorney. (c) 8.8.3.1. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third-Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings, with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party, at the expense of the Indemnifying Party. Once the Indemnifying Party has duly assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense, including the opportunity to participate in any discussions or correspondence with any Governmental Authority, and to employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its own expense unless (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and counsel to the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to the Indemnified Party of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect thereof, or (ii) the Indemnified Party assumes the defense of a Third-Party Claim after that requires, at any time, the Indemnifying submission of collateral or deposits, the indemnifying Party shall, up to five (5) Business Days prior to the legal deadline for submission of such collateral, make it available, at its own expense, to the indemnified Party in the form required by law and satisfactory to the court, even if the indemnified Party has failed to diligently pursue a Third-Party Claim it has assumed, as provided in Section 13.5(d). (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third-Party Claim as provided in Section 13.5(b), or (iii) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to negotiate for settlement or defend diligently such Third-Party Claim within fifteen (15) calendar days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right, but not the obligation, to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming assumed the defense of such Third-Party Claim. (e) Whether or not 8.8.3.2. Notwithstanding the Indemnifying foregoing, the indemnifying Party shall have assumed defense of a Third-Party Claimshall, (i) whenever requested by the Indemnified Party shall have no liability with respect to any settlement or compromise of such indemnified Party, take part in the Third-Party Claim effected without its written consent (which consent shall that is related to any liabilities or obligations not assumed by the Purchasers under this Agreement and the Judicial Reorganization Plan, declaring itself administratively or judicially to be unreasonably withheld) and (ii) the Indemnifying Party shall not, without responsible party for the prior written consent subject matter of the Indemnified Party (which consent shall not be unreasonably withheld), consent to the entry of judgment, admit any liability with respect to, settle, compromise, discharge or offer to settle, compromise or discharge any Third-Party Claim on a basis that would result in (A) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct lieu of the Indemnified Party Mobile SPEs or any of its affiliates, (B) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its affiliates, (C) a finding or admission of a violation of Law, of a violation of the rights of any Person or that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its affiliates, or (D) except to the extent within the basket set forth in Section 13.2 or 13.3Purchasers, as the case may be, any monetary liability . 8.8.4. The Parties shall cause the attorneys retained to keep the Parties informed of the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party or anything less than a complete release being provided to the Indemnified Party and its affiliates. (f) The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third-Party Claim, including by providing access during regular business hours to each other’s relevant business records and other documents, and employees; provided, however, that such cooperation shall not unreasonably interfere with the business or operations progress of the providing party. All Losses sustained, incurred or suffered by the Indemnified Party in connection with responding to, complying with or satisfying the Indemnifying Party’s requests for cooperation shall be promptly reimbursed by the Indemnifying Party. If the Indemnifying Party disputes the amount of, or otherwise refuses or fails to reimburse, any such Losses that the Indemnified Party has incurred and for which the Indemnified Party has sought reimbursement from the Indemnifying Party, the Indemnified Party shall not be obligated to continue providing cooperation with respect to the defense of the relevant Third-Party Claim until such dispute has become the subject by providing copies of a Final Determination or all such Losses have been reimbursed in fullpleadings reasonably requested of them. (g) 8.8.5. The Indemnified Party and the Indemnifying indemnifying Party shall use reasonable best efforts have the right to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing settle any party to a Third-Party Claim if it obtains a full release from the indemnified Party with respect to such Third-Party Claim or the written consent of the indemnified Party (which shall not be made so as to preserve any applicable attorney-client unreasonably withheld, conditioned, or work-product privilegesdelayed).

Third Party Claim Indemnification Procedure. (a) If In the event that a Party receives notice of any written claim or demand, for which an indemnifying Party (an “Indemnifying Party”) may have liability to any indemnified Party hereunder (an “Indemnified Party”), is asserted Claim against or sought to be collected from any Indemnified Party by a third party it (a “Third-Party Claim”)) that may give rise to a claim for Loss, such Indemnified Party shall promptly provide notice to the other Party, within one-third (but no later than thirty (301/3) calendar days after receipt thereof) notify of the Indemnifying time to contest the Third-Party in writing Claim as of such the date it becomes aware of the Third-Party Claim, informing it of the Third-Party Claim and specifying the amount involved and providing all reasonable documents and information regarding the Third-Party Claim (a “Third-Party Claim Notice,”). 8.8.1. The indemnifying Party shall, within the first half of the legal term for the presentation of the proper defense or answer, (a) make payment or authorize reimbursement of the amount in question; provided, however, that (b) inform the failure timely to give a Third-Party Claim Notice shall affect the rights of an Indemnified Party hereunder only to whether or not it shall conduct the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to defense of such Third-Party Claim. A Third-Party Claim Notice shall contain a brief summary of the facts underlying ; or relating (c) delegate to such claim to the extent then known by the Indemnified Party or the presentation of a copy of any correspondence or notice received from defense and/or answer to the relevant third party and a statement that the Indemnified Party seeks indemnification for Losses relating to such Third-Party Claim. (b) The Indemnifying , in which case the Indemnified Party shall have thirty (30) calendar days (or such lesser number of days set forth in diligently defend against the Third-Party Claim Notice Claim, it being understood that the Indemnifying Party's silence shall be deemed as may be required by any Governmental Authority having opted for the provisions of item (c) of this Section and subject to the provisions of Section 8.8.3.1. 8.8.2. If the indemnifying Party itself chooses to present an answer or Governmental Orderdefense, the Indemnifying Party must appoint and hire the attorney in charge of conducting such objection or defense, provided that, at the option of the Purchasers (i) after receipt a first class law firm or a law firm recognized as an expert in the subject matter of the Third-Party Claim Notice shall be hired; or (ii) priority shall be given to attorneys already retained for the “Notice Period”) due causes, and the Indemnifying Party shall be required to notify grant to the Indemnified attorney appointed by the Indemnifying Party that it desires the powers necessary for the conduct of the due process, as well as provide all documents and information necessary for the preparation of the answer or defense. The Indemnifying Party may accompany the defense and shall be reasonably informed in all proceedings related to defend the Indemnified Party against such any Third-Party Claim unless conducted by the Third Party Claim involves criminal liability or Indemnifying Party, including through the appointment (at its expense) of legal counsel other than the counsel retained by the indemnifying Party. 8.8.3. The Parties shall cooperate with each other in which equitable relief is sought against any of the Indemnified Parties; it being understood that, by assuming the defense of a particular Third-Party ClaimClaim and shall make available, within a reasonable time for purposes of this Section, to the Indemnifying Party shall acknowledge responsible for conducting the defense all witnesses, pertinent files, materials, and information in the indemnified Party's possession or under its obligation control relating to indemnify the Indemnified Party with respect to all Losses imposed on, sustained, incurred or suffered by, or asserted against the Indemnified Party in respect of such Third-Party Claim (subject only to or in the limitations contained in Section 13.2 possession or 13.3, as the case may be, and control of any amounts actually recovered as contemplated by Section 13.8of its Representatives) and all Losses sustained, incurred or suffered that are reasonably requested by the Indemnified Party in connection with such responsible for conducting the defense prior to such assumption shall be reimbursed by the Indemnifying Partyor its attorney. (c) 8.8.3.1. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third-Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings, with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party, at the expense of the Indemnifying Party. Once the Indemnifying Party has duly assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense, including the opportunity to participate in any discussions or correspondence with any Governmental Authority, and to employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its own expense unless (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and counsel to the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to the Indemnified Party of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect thereof, or (ii) the Indemnified Party assumes the defense of a Third-Party Claim after that requires, at any time, the Indemnifying submission of collateral or deposits, the indemnifying Party shall, up to five (5) Business Days prior to the legal deadline for submission of such collateral, make it available, at its own expense, to the indemnified Party in the form required by law and satisfactory to the court, even if the indemnified Party has failed to diligently pursue a Third-Party Claim it has assumed, as provided in Section 13.5(d). (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third-Party Claim as provided in Section 13.5(b), or (iii) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to negotiate for settlement or defend diligently such Third-Party Claim within fifteen (15) calendar days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right, but not the obligation, to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming assumed the defense of such Third-Party Claim. (e) Whether or not 8.8.3.2. Notwithstanding the Indemnifying foregoing, the indemnifying Party shall have assumed defense of a Third-Party Claimshall, (i) whenever requested by the Indemnified Party shall have no liability with respect to any settlement or compromise of such indemnified Party, take part in the Third-Party Claim effected without its written consent (which consent shall that is related to any liabilities or obligations not assumed by the Purchasers under this Agreement and the Judicial Reorganization Plan, declaring itself administratively or judicially to be unreasonably withheld) and (ii) the Indemnifying Party shall not, without responsible party for the prior written consent subject matter of the Indemnified Party (which consent shall not be unreasonably withheld), consent to the entry of judgment, admit any liability with respect to, settle, compromise, discharge or offer to settle, compromise or discharge any Third-Party Claim on a basis that would result in (A) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct lieu of the Indemnified Party Mobile SPEs or any of its affiliates, (B) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its affiliates, (C) a finding or admission of a violation of Law, of a violation of the rights of any Person or that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its affiliates, or (D) except to the extent within the basket set forth in Section 13.2 or 13.3Purchasers, as the case may be, any monetary liability . 8.8.4. The Parties shall cause the attorneys retained to keep the Parties informed of the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party or anything less than a complete release being provided to the Indemnified Party and its affiliates. (f) The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third-Party Claim, including by providing access during regular business hours to each other’s relevant business records and other documents, and employees; provided, however, that such cooperation shall not unreasonably interfere with the business or operations progress of the providing party. All Losses sustained, incurred or suffered by the Indemnified Party in connection with responding to, complying with or satisfying the Indemnifying Party’s requests for cooperation shall be promptly reimbursed by the Indemnifying Party. If the Indemnifying Party disputes the amount of, or otherwise refuses or fails to reimburse, any such Losses that the Indemnified Party has incurred and for which the Indemnified Party has sought reimbursement from the Indemnifying Party, the Indemnified Party shall not be obligated to continue providing cooperation with respect to the defense of the relevant Third-Party Claim until such dispute has become the subject by providing copies of a Final Determination or all such Losses have been reimbursed in full.pleadings reasonably requested of them.. (g) 8.8.5. The Indemnified Party and the Indemnifying indemnifying Party shall use reasonable best efforts have the right to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing settle any party to a Third-Party Claim if it obtains a full release from the indemnified Party with respect to such Third-Party Claim or the written consent of the indemnified Party (which shall not be made so as to preserve any applicable attorney-client unreasonably withheld, conditioned, or work-product privilegesdelayed).

Third Party Claim Indemnification Procedure. (a) If any written claim or demand, for which an indemnifying Third-Party (an “Indemnifying Party”) may have liability to any indemnified Party hereunder (an “Indemnified Party”), Claim is asserted made against or sought to be collected from any Indemnified Party by a third party (a “with respect to which the Indemnified Party intends to seek indemnification hereunder for any Loss under this Article IX, the Indemnified Party shall promptly notify the Indemnifying Party of such Third-Party Claim”), such Indemnified Party shall promptly (but no in any case, not later than thirty (30) calendar days after receipt thereof) notify by the Indemnified Party of notice of the Third-Party Claim; provided, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX, except and only to the extent that the Indemnifying Party is actually and materially prejudiced by such failure. Upon receipt of a notice of a Third-Party Claim, the Indemnifying Party will be entitled, by notice to the Indemnified Party delivered by the earlier of (a) twenty (20) business days following receipt of the applicable Claim Certificate in writing respect of such Third-Party Claim and (b) the fifth (5th) day preceding the date on which an appearance is required to be made before a court, arbitrator or other tribunal or an answer or similar pleading is required to be filed in a litigation or other proceeding, to assume the defense and control of such Third-Party Claim (a “at the expense of such Indemnifying Party); provided, that (i) the Third-Party Claim Notice,”)does not seek an injunction or other non-monetary relief, (ii) the Third-Party Claim does not involve or relate to a pending or potential criminal proceeding, (iii) the amount demanded in such Third-Party Claim (or if no amount is specified, the amount that could reasonably be expected to be payable if such Third-Party Claim is resolved in favor of the claimant) does not exceed two times the remaining amount that may be payable in respect of such claim by the Indemnifying Party hereunder, taking into account applicable limitations on indemnification hereunder pursuant to the Threshold, the General Cap, the Cap or otherwise; and (iv) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently in order to preserve its rights in this regard; and provided, further, that the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense; provided, however, that, if, in the reasonable opinion of counsel to the Indemnified Party, there are defenses available to the Indemnified Party that are different from or in addition to those available to the failure timely Indemnifying Party, then the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of one external law firm to give the Indemnified Party. If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.6, the Indemnified Party shall then be entitled to assume and control such defense (and the fees and expenses of counsel for the Indemnified Party shall be deemed to be Losses for which the Indemnified Party may make a claim for indemnification pursuant to the terms of this Agreement), but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. If the Indemnifying Party is precluded from assuming the defense of a Third-Party Claim Notice shall affect pursuant to clause (iii) above, the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party shall not enter into any settlement with respect to such Third-Party Claim. A Third-Claim pursuant to which the portion of any settlement consideration paid by the Indemnifying Party Claim Notice shall contain a brief summary exceeds 25% of the facts underlying total amount paid or relating to be paid in respect of such claim to claim, without the extent then known by prior written consent of the Indemnified Party or a copy of any correspondence or notice received from the relevant third party and a statement that the Indemnified Party seeks indemnification for Losses relating to such Third-Party Claim. (b) The Indemnifying Party (which consent shall have thirty (30) calendar days (not be unreasonably withheld, conditioned or such lesser number of days set forth in delayed). If the Third-Indemnifying Party Claim Notice as may be required by any Governmental Authority or Governmental Order) after receipt of the Third-Party Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third-Party Claim unless the Third Party Claim involves criminal liability or in which equitable relief is sought against any of the Indemnified Parties; it being understood that, by assuming -42- assumes the defense and control of a Third-Party Claim, the Indemnifying Party shall acknowledge its obligation be entitled to indemnify the Indemnified Party with respect to all Losses imposed onselect counsel, sustained, incurred contractors and consultants. Purchaser or suffered by, or asserted against the Indemnified Party in respect of such Third-Party Claim (subject only to the limitations contained in Section 13.2 or 13.3Seller, as the case may be, and any amounts actually recovered as contemplated by Section 13.8) and all Losses sustained, incurred or suffered by the Indemnified Party in connection shall reasonably cooperate with such defense prior to such assumption shall be reimbursed by the Indemnifying Party. (c) In the event that the Indemnifying Party notifies in the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a defense or prosecution of any Third-Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party including by appropriate proceedings, with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party, at the expense of the Indemnifying Party. Once the Indemnifying Party has duly assumed the defense of furnishing books and records and personnel (on a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense, including the opportunity to participate in any discussions or correspondence with any Governmental Authority, and to employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its own expense unless (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and counsel to the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to the Indemnified Party of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect thereof, or (ii) the Indemnified Party assumes the defense of a Third-Party Claim after the Indemnifying Party has failed to diligently pursue a Third-Party Claim it has assumedmutually convenient basis), as provided in Section 13.5(d). (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third-Party Claim as provided in Section 13.5(b), or (iii) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to negotiate reasonably relevant for settlement or defend diligently such Third-Party Claim within fifteen (15) calendar days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right, but not the obligation, to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the any defense of such Third-Party Claim. (e) Whether or not the Indemnifying Party shall have assumed defense of a Third-Party Claim, (i) the Indemnified Party shall have no liability with respect to any settlement or compromise of such Third-Party Claim effected without its written consent (which consent shall not be unreasonably withheld) and (ii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), consent to the entry of judgment, admit any liability with respect to, settle, compromise, discharge or offer to settle, compromise or discharge any Third-Party Claim on a basis that would result in (A) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its affiliates, (B) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its affiliates, (C) a finding or admission of a violation of Law, of a violation of the rights of any Person or that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its affiliates, or (D) except to the extent within the basket set forth in Section 13.2 or 13.3, as the case may be, any monetary liability of the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party or anything less than a complete release being provided to the Indemnified Party and its affiliates. (f) . The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper keep each other fully and adequate defense of a Third-Party Claim, including by providing access during regular business hours to each other’s relevant business records and other documents, and employees; provided, however, that such cooperation shall not unreasonably interfere with the business or operations of the providing party. All Losses sustained, incurred or suffered by the Indemnified Party in connection with responding to, complying with or satisfying the Indemnifying Party’s requests for cooperation shall be promptly reimbursed by the Indemnifying Party. If the Indemnifying Party disputes the amount of, or otherwise refuses or fails to reimburse, any such Losses that the Indemnified Party has incurred and for which the Indemnified Party has sought reimbursement from the Indemnifying Party, the Indemnified Party shall not be obligated to continue providing cooperation informed with respect to the defense status of the relevant all Third-Party Claim until such dispute has become Claims and shall deliver to each other copies of all material written notices and documents (including court papers) received by the subject of a Final Determination or all such Losses have been reimbursed in full. (g) other that relate to any Third-Party Claims. The Indemnified Party and the Indemnifying Party Parties shall use commercially reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third-Party Claim, with the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed); provided, that no such consent of the Indemnified Party shall be required if such settlement or judgment contains a full and unconditional release of the Indemnified Party and would not result in (i) the imposition of any consent order, injunctive relief or decree that would restrict the future activity or conduct of the Indemnified Party, or any of its Affiliates, (ii) a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its Affiliates, (iii) any finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party or any of its Affiliates, (iv) any monetary liability of the Indemnified Party that will not be paid or reimbursed by the Indemnifying Party, (v) any non-monetary condition or obligation being imposed on any Indemnified Party or any of its Affiliates or (vi) a material and adverse impact on the ongoing business of the Indemnified Party.

Third Party Claim Indemnification Procedure. (a) If any written Any Party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand, for which an indemnifying demand made by any Third Party (an “Indemnifying Party”) may have liability to any indemnified Party hereunder (an “Indemnified Party”), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such the Indemnified Party shall promptly (but no later than thirty (30) calendar days after receipt thereof) notify the Indemnifying Party in writing writing, and in reasonable detail, of such Third-the Third Party Claim (a “Third-Party Claim Notice,”); provided, however, that the failure timely to give a Third-Party Claim Notice shall affect the rights of an within [***] after receipt by such Indemnified Party hereunder only to of written notice of the extent that such failure has a material prejudicial effect on Third Party Claim. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Thereafter, the defenses or other rights available Indemnified Party shall deliver to the Indemnifying Party with respect to such Third-Party Claim. A Third-Party Claim Notice shall contain a brief summary Party, within [***] after the Indemnified Party’s receipt thereof, copies of the facts underlying or relating to such claim to the extent then known all notices and documents (including court papers) received by the Indemnified Party or a copy of any correspondence or notice received from the relevant third party and a statement that the Indemnified Party seeks indemnification for Losses relating to such Third-the Third Party Claim. The failure to give notice as provided in this Section 11.7 (Third Party Claim Indemnification Procedure) shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it shall have been prejudiced by such failure. (b) The Indemnifying Party shall have thirty Subject to the provisions of this Section 11.7(b) (30) calendar days (or such lesser number of days set forth in the Third-Party Claim Notice as may be required by any Governmental Authority or Governmental Order) after receipt of the Third-Party Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third-Party Claim unless the Third Party Claim involves criminal liability or Indemnification Procedure), in which equitable relief is sought against any of the Indemnified Parties; it being understood that, by assuming the defense event of a Third-Party Claim, the Indemnifying Party shall acknowledge its obligation to indemnify the Indemnified Party with respect to all Losses imposed on, sustained, incurred or suffered by, or asserted against the Indemnified Party in respect of such Third-Party Claim (subject only to the limitations contained in Section 13.2 or 13.3, as the case may be, and any amounts actually recovered as contemplated by Section 13.8) and all Losses sustained, incurred or suffered by the Indemnified Party in connection with such defense prior to such assumption shall be reimbursed by the Indemnifying Party. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third-Third Party Claim, the Indemnifying Party shall have the sole and absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice and to control, defend against, negotiate, settle or otherwise deal with any Proceeding, claim, or demand relating to such Third Party Claim; provided, that the Indemnified Party by appropriate proceedings, may participate in any such Proceeding with counsel selected by of its choice and at its own expense. The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third Party Claim. Notwithstanding the foregoing, to the extent that (i) the Indemnifying Party informs the Indemnified Party in writing of its election not to defend such Third Party Claim, or (ii) the Third Party Claim [***]; provided, for purposes of this Section 11.7(b)(ii), that is the Cap shall be calculated to include the Additional Cap Amount, (D) creates, in the reasonable judgment of the Indemnified Party after obtaining advice of counsel, an actual or readily apparent conflict of interest between the Indemnified Party and the Indemnifying Parties or (E) would reasonably satisfactory be expected to result in a material detriment to or material injury to the Indemnified Party’s reputation or future business prospects if a judgment adverse to the Indemnified Party is rendered, the Indemnified Party may retain counsel, at the expense of the Indemnifying Party. Once , and control the defense of such Proceeding, and the Indemnifying Party has duly assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to may participate in any such defense, including the opportunity to participate in any discussions or correspondence Proceeding with any Governmental Authority, and to employ separate counsel of its choosingchoice and at its own expense. The Indemnified Party shall participate in any such defense at its own expense unless (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and counsel to the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to the Indemnified Party of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect thereof, or (ii) the Indemnified Party assumes the defense of a Third-Party Claim after the Indemnifying Party has failed to diligently pursue a Third-Party Claim it has assumed, as provided in Section 13.5(d). (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third-Party Claim as provided in Section 13.5(b), or (iii) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to negotiate for settlement or defend diligently such Third-Party Claim within fifteen (15) calendar days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right, but not the obligation, to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. (e) Whether or not the Indemnifying Party shall have assumed defense of a Third-Party Claim, (i) the Indemnified Party shall have no liability with respect to any settlement or compromise of such Third-Party Claim effected without its written consent (which consent shall not be unreasonably withheld) and (ii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Indemnifying Party (which consent shall not be unreasonably withheld), consent to the entry of judgment, admit any liability with respect to, settle, compromise, discharge or offer to settlepay, compromise or discharge settle any Third-Party Claim on a basis that would result in (A) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its affiliates, (B) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its affiliates, (C) a finding or admission of a violation of Law, of a violation of the rights of any Person or that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its affiliates, or (D) except to the extent within the basket set forth in Section 13.2 or 13.3, as the case may be, any monetary liability of the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party or anything less than a complete release being provided to the Indemnified Party and its affiliates. (f) The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third-Third Party Claim, including by providing access during regular business hours to each other’s relevant business records and other documents, and employees; provided, however, that such cooperation shall not unreasonably interfere with the business or operations of the providing party. All Losses sustained, incurred or suffered by the Indemnified Party in connection with responding to, complying with or satisfying the Indemnifying Party’s requests for cooperation shall be promptly reimbursed by the Indemnifying Party. If the Indemnifying Party disputes the amount of, or otherwise refuses or fails to reimburse, any such Losses that the Indemnified Party has incurred and for which the Indemnified Party has sought reimbursement from the Indemnifying Party, the Indemnified Party shall not be obligated to continue providing cooperation with respect to the defense of the relevant Third-Party Claim until such dispute has become the subject of a Final Determination or all such Losses have been reimbursed in full. (g) The Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges.

Third Party Claim Indemnification Procedure. (a) If any written claim or demand, for which an indemnifying Third-Party (an “Indemnifying Party”) may have liability to any indemnified Party hereunder (an “Indemnified Party”), Claim is asserted made against or sought to be collected from any Indemnified Party by a third party (a “with respect to which the Indemnified Party intends to seek indemnification hereunder for any Loss under this Article IX, the Indemnified Party shall promptly notify the Indemnifying Party of such Third-Party Claim”), such Indemnified Party shall promptly (but no in any case, not later than thirty (30) calendar 30 days after receipt thereof) notify by the Indemnified Party of notice of the Third-Party Claim; provided, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX, except and only to the extent that the Indemnifying Party is actually and materially prejudiced by such failure. Upon receipt of a notice of a Third-Party Claim, the Indemnifying Party will be entitled, by notice to the Indemnified Party delivered by the earlier of (a) 20 business days of the receipt of the applicable Claim Certificate in writing respect of such Third-Party Claim and (b) the 5th day preceding the date on which an appearance is required to be made before a court, arbitrator or other tribunal or an answer or similar pleading is required to be filed in a litigation or other proceeding, to assume the defense and control of such Third-Party Claim (a “Third-Party Claim Notice,”at the expense of such Indemnifying Party); provided, however, that the failure timely to give a Third-Party Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third-Party Claim. A Third-Party Claim Notice shall contain a brief summary of must conduct the facts underlying or relating to such claim to the extent then known by the Indemnified Party or a copy of any correspondence or notice received from the relevant third party and a statement that the Indemnified Party seeks indemnification for Losses relating to such Third-Party Claim. (b) The Indemnifying Party shall have thirty (30) calendar days (or such lesser number of days set forth in the Third-Party Claim Notice as may be required by any Governmental Authority or Governmental Order) after receipt defense of the Third-Party Claim Notice (actively and diligently in order to preserve its rights in this regard; and provided, further, that the “Notice Period”) to notify Indemnifying Party shall allow the Indemnified Party that it desires a reasonable opportunity to defend participate in (but not control) the Indemnified Party against defense of such Third-Party Claim unless with its own counsel and at its own expense; provided, however, that, if, in the Third reasonable opinion of counsel to the Indemnified Party, there are defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party, then the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of one external law firm to the Indemnified Party. If the Indemnifying Party does not assume the defense and control of any Third-Party Claim involves criminal liability or in which equitable relief is sought against any of pursuant to this Section 9.6 the Indemnified Parties; it being understood thatParty shall then be entitled to assume and control such defense (and the fees and expenses of counsel for the Indemnified Party shall be deemed to be Losses for which the Indemnified Party may make a claim for indemnification pursuant to the terms of this Agreement), by assuming but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. If the Indemnifying Party assumes the defense and control of a Third-Party Claim, the Indemnifying Party shall acknowledge its obligation be entitled to indemnify select counsel, contractors and consultants. The Purchaser or the Indemnified Party with respect to all Losses imposed on, sustained, incurred or suffered by, or asserted against the Indemnified Party in respect of such Third-Party Claim (subject only to the limitations contained in Section 13.2 or 13.3Seller, as the case may be, and any amounts actually recovered as contemplated by Section 13.8) and all Losses sustained, incurred or suffered by the Indemnified Party in connection shall reasonably cooperate with such defense prior to such assumption shall be reimbursed by the Indemnifying Party. (c) In the event that the Indemnifying Party notifies in the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a defense or prosecution of any Third-Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party including by appropriate proceedings, with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party, at the expense of the Indemnifying Party. Once the Indemnifying Party has duly assumed the defense of furnishing books and records and personnel (on a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense, including the opportunity to participate in any discussions or correspondence with any Governmental Authority, and to employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its own expense unless (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and counsel to the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to the Indemnified Party of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect thereof, or (ii) the Indemnified Party assumes the defense of a Third-Party Claim after the Indemnifying Party has failed to diligently pursue a Third-Party Claim it has assumedmutually convenient basis), as provided in Section 13.5(d). (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third-Party Claim as provided in Section 13.5(b), or (iii) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to negotiate reasonably relevant for settlement or defend diligently such Third-Party Claim within fifteen (15) calendar days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right, but not the obligation, to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the any defense of such Third-Party Claim. (e) Whether or not the Indemnifying Party shall have assumed defense of a Third-Party Claim, (i) the Indemnified Party shall have no liability with respect to any settlement or compromise of such Third-Party Claim effected without its written consent (which consent shall not be unreasonably withheld) and (ii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), consent to the entry of judgment, admit any liability with respect to, settle, compromise, discharge or offer to settle, compromise or discharge any Third-Party Claim on a basis that would result in (A) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its affiliates, (B) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its affiliates, (C) a finding or admission of a violation of Law, of a violation of the rights of any Person or that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its affiliates, or (D) except to the extent within the basket set forth in Section 13.2 or 13.3, as the case may be, any monetary liability of the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party or anything less than a complete release being provided to the Indemnified Party and its affiliates. (f) . The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper keep each other fully and adequate defense of a Third-Party Claim, including by providing access during regular business hours to each other’s relevant business records and other documents, and employees; provided, however, that such cooperation shall not unreasonably interfere with the business or operations of the providing party. All Losses sustained, incurred or suffered by the Indemnified Party in connection with responding to, complying with or satisfying the Indemnifying Party’s requests for cooperation shall be promptly reimbursed by the Indemnifying Party. If the Indemnifying Party disputes the amount of, or otherwise refuses or fails to reimburse, any such Losses that the Indemnified Party has incurred and for which the Indemnified Party has sought reimbursement from the Indemnifying Party, the Indemnified Party shall not be obligated to continue providing cooperation informed with respect to the defense status of the relevant all Third-Party Claim until such dispute has become Claims and shall deliver to each other copies of all material written notices and documents (including court papers) received by the subject of a Final Determination or all such Losses have been reimbursed in full. (g) other that relate to any Third-Party Claims. The Indemnified Party and the Indemnifying Party Parties shall use commercially reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third-Party Claim, with the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed); provided, that no such consent of the Indemnified Party shall be required if such settlement or judgment contains a release of the Indemnified Party and would not result in (i) the imposition of any consent order, injunctive relief or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its Affiliates, (iii) any finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party or any of its Affiliates, (iv) any monetary liability of the Indemnified Party that will not be paid or reimbursed by the Indemnifying Party, (v) any non-monetary condition or obligation being imposed on any Indemnified Party or any of its Affiliates or (vi) a material and adverse impact on the ongoing business of the Indemnified Party.

Third Party Claim Indemnification Procedure. (a) If any written Any Party seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand, for which an indemnifying demand made by any Third Party (an “Indemnifying Party”) may have liability to any indemnified Party hereunder (an “Indemnified Party”), is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third-Party Claim”), such the Indemnified Party shall promptly (but no later than thirty (30) calendar days after receipt thereof) notify the Indemnifying Party in writing writing, and in reasonable detail, of such Third-the Third Party Claim (a “Third-Party Claim Notice,”); provided, however, that the failure timely to give a Third-Party Claim Notice shall affect the rights of an within [***] after receipt by such Indemnified Party hereunder only to of written notice of the extent that such failure has a material prejudicial effect on Third Party Claim. Tarpon – Asset Purchase Agreement Strictly Confidential CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 36 Thereafter, the defenses or other rights available Indemnified Party shall deliver to the Indemnifying Party with respect to such Third-Party Claim. A Third-Party Claim Notice shall contain a brief summary Party, within [***] after the Indemnified Party’s receipt thereof, copies of the facts underlying or relating to such claim to the extent then known all notices and documents (including court papers) received by the Indemnified Party or a copy of any correspondence or notice received from the relevant third party and a statement that the Indemnified Party seeks indemnification for Losses relating to such Third-the Third Party Claim. The failure to give notice as provided in this Section 11.7 (Third Party Claim Indemnification Procedure) shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it shall have been prejudiced by such failure. (b) The Indemnifying Party shall have thirty Subject to the provisions of this Section 11.7(b) (30) calendar days (or such lesser number of days set forth in the Third-Party Claim Notice as may be required by any Governmental Authority or Governmental Order) after receipt of the Third-Party Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third-Party Claim unless the Third Party Claim involves criminal liability or Indemnification Procedure), in which equitable relief is sought against any of the Indemnified Parties; it being understood that, by assuming the defense event of a Third-Party Claim, the Indemnifying Party shall acknowledge its obligation to indemnify the Indemnified Party with respect to all Losses imposed on, sustained, incurred or suffered by, or asserted against the Indemnified Party in respect of such Third-Party Claim (subject only to the limitations contained in Section 13.2 or 13.3, as the case may be, and any amounts actually recovered as contemplated by Section 13.8) and all Losses sustained, incurred or suffered by the Indemnified Party in connection with such defense prior to such assumption shall be reimbursed by the Indemnifying Party. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third-Third Party Claim, the Indemnifying Party shall have the sole and absolute right after the receipt of notice, at its option and at its own expense, to be represented by counsel of its choice and to control, defend against, negotiate, settle or otherwise deal with any Proceeding, claim, or demand relating to such Third Party Claim; provided, that the Indemnified Party by appropriate proceedings, may participate in any such Proceeding with counsel selected by of its choice and at its own expense. The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third Party Claim. Notwithstanding the foregoing, to the extent that (i) the Indemnifying Party informs the Indemnified Party in writing of its election not to defend such Third Party Claim, or (ii) the Third Party Claim [***]; provided, for purposes of this Section 11.7(b)(ii), that is the Cap shall be calculated to include the Additional Cap Amount, (D) creates, in the reasonable judgment of the Indemnified Party after obtaining advice of counsel, an actual or readily apparent conflict of interest between the Indemnified Party and the Indemnifying Parties or (E) would reasonably satisfactory be expected to result in a material detriment to or material injury to the Indemnified Party’s reputation or future business prospects if a judgment adverse to the Indemnified Party is rendered, the Indemnified Party may retain counsel, at the expense of the Indemnifying Party. Once , and control the defense of such Proceeding, and the Indemnifying Party has duly assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to may participate in any such defense, including the opportunity to participate in any discussions or correspondence Proceeding with any Governmental Authority, and to employ separate counsel of its choosingchoice and at its own expense. The Indemnified Party shall participate in any such defense at its own expense unless (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and counsel to the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to the Indemnified Party of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect thereof, or (ii) the Indemnified Party assumes the defense of a Third-Party Claim after the Indemnifying Party has failed to diligently pursue a Third-Party Claim it has assumed, as provided in Section 13.5(d). (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third-Party Claim as provided in Section 13.5(b), or (iii) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to negotiate for settlement or defend diligently such Third-Party Claim within fifteen (15) calendar days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right, but not the obligation, to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. (e) Whether or not the Indemnifying Party shall have assumed defense of a Third-Party Claim, (i) the Indemnified Party shall have no liability with respect to any settlement or compromise of such Third-Party Claim effected without its written consent (which consent shall not be unreasonably withheld) and (ii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Indemnifying Party (which consent shall not be unreasonably withheld), consent to the entry of judgment, admit any liability with respect to, settle, compromise, discharge or offer to settlepay, compromise or discharge settle any Third-Party Claim on a basis that would result in (A) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its affiliates, (B) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its affiliates, (C) a finding or admission of a violation of Law, of a violation of the rights of any Person or that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its affiliates, or (D) except to the extent within the basket set forth in Section 13.2 or 13.3, as the case may be, any monetary liability of the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party or anything less than a complete release being provided to the Indemnified Party and its affiliates. (f) The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third-Third Party Claim, including by providing access during regular business hours to each other’s relevant business records and other documents, and employees; provided, however, that such cooperation shall not unreasonably interfere with the business or operations of the providing party. All Losses sustained, incurred or suffered by the Indemnified Party in connection with responding to, complying with or satisfying the Indemnifying Party’s requests for cooperation shall be promptly reimbursed by the Indemnifying Party. If the Indemnifying Party disputes the amount of, or otherwise refuses or fails to reimburse, any such Losses that the Indemnified Party has incurred and for which the Indemnified Party has sought reimbursement from the Indemnifying Party, the Indemnified Party shall not be obligated to continue providing cooperation with respect to the defense of the relevant Third-Party Claim until such dispute has become the subject of a Final Determination or all such Losses have been reimbursed in full. (g) The Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges.